FullBeauty Brands to Combine with Destination XL Group in Merger of Equals

Cleary Gottlieb advised longtime client FullBeauty Brands Inc. in its announced agreement to combine with Destination XL Group Inc. (DXL) in a merger of equals; DXL will remain the publicly traded entity under the ticker DXLG. The transaction is structured as a merger of equals under which FullBeauty shareholders will own 55% of the combined company and DXL shareholders will own 45%. At closing, certain of FullBeauty’s equity and debt holders will complete a committed subscription of $92 million through the sale of common stock in exchange for a combination of new equity and outstanding debt equitization. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the first half of fiscal year 2026, subject to customary closing conditions and approval by DXL shareholders. FullBeauty is described as the industry leader in extended sizes and a pioneer in size-inclusive fashions for plus-size women and big & tall men seeking fashion inspiration, style advice, and clothing tailored to their individual needs. DXL, headquartered in Canton, Massachusetts, operates 296 retail stores and is the leading retailer of men’s big & tall apparel. Cleary Gottlieb represented client(s) FullBeauty Brands Inc. with a team composed by: M&A team — partner Benet O’Reilly; partner‑elect Tim Saviola; associates Nicholas DiStefano, Ian McQueary and Myron Atta‑Mensah. Debt finance team — partners Margaret Peponis and Amy Shapiro; associates Alex Patterson, Adrienne Lewis and Farida Hassan; law clerk Tianyi Zhao. Capital solutions and restructuring — partners Sean O’Neal and Humayun Khalid; associate Richard Minott. Securities — partner David Lopez; counsel David Parish; associate Stav Harel. IP and data privacy — partner Marcela Robledo; associates Natalie Curry and Lara Catellino. Executive compensation and employee benefits — partners Alan Levine and Amanda Toy; associates Emily Barry and Makesi Buddy. Tax — partner Jason Factor; associate Jack Samuel.

FullBeauty Brands to Combine with Destination XL Group in Merger of Equals

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