Waldencast sold Obagi for at most 54% of what its SPAC deal said the brand was worth

Measured against the 2021 figure, the Obagi ceiling is 54 cents on the dollar, a $398 million gap ^[1]. The ceiling is generous. Up to $64 million of it is earnout tied to how Obagi performs from here, and part is paid in vendor notes ^[3]. Without the earnout, the most Waldencast can collect is $396 million, or 46% of the 2021 enterprise value ^[2]. Add the $82.5 million Rohto Pharmaceutical paid for Obagi's Japan rights in late 2025 ^[5] and the brand has raised at most $542.5 million, 63% of what the SPAC deal assigned it ^[3].

Milk's 57% decline is partly a comparison effect. According to Waldencast, roughly $10 million of the year-earlier revenue came from pipeline shipments that did not recur ^[8]. Without them, sales fell from about $50.9 million to $26.1 million, a drop near 49% ^[4]. Profit moved faster than sales. The swing from profit to loss was $24.5 million on $34.8 million of lost revenue, so about 70 cents of each lost sales dollar came out of adjusted EBITDA ^[5]. Waldencast said the first-half results "largely reflect decisions and actions taken in 2025" ^[10].

The impairment test lets a reader back into Milk's fair value. Waldencast's model weights a discounted cash flow analysis at 80% and comparisons with listed companies at 20% ^[15]. The company said a 5% cut to projected adjusted EBITDA in every forecast year would lower the value by $74.7 million, or 41.6% ^[16]. Divide one by the other and the base case is about $180 million, by Fortune's calculation ^[17]. That estimate moves about 8.3 times as fast as the earnings forecast beneath it, and a 5% miss would leave Milk valued near $105 million ^[6].

Neither the founders who built the platform nor Milk's deal-era chief executive runs Milk today ^[6][13]. Tim Coolican, Milk's CEO when the deal was struck and still in the job in early 2025, had joined Blackstone as an operating executive focused on consumer businesses by February ^[13]. A Waldencast spokesperson told Fortune the company could not comment on former employees' departures ^[13]. The company is now focused entirely on Milk ^[6]. In November 2021 it called the three-way combination the "first step" toward a global multibrand beauty and wellness platform ^[2].

Milk could steady once the 2025 decisions and the one-off pipeline comparison drop out of the figures, and its products are still on Sephora and Ulta shelves ^[18]. On that path the roughly $180 million model holds. Or the forecast slips by the 5% Waldencast itself tested, and the value falls toward $105 million ^[6]. I think the second path is likelier. The forecast behind the model has already fallen short enough to force write-downs in consecutive years ^[14]. Obagi's price, the only figure here set by an outside buyer, came in near half its 2021 mark ^[1]. The counter-case is Waldencast's own, that the first half reflects choices made in 2025 ^[10]. Waldencast, a SPAC that went public at the height of the frenzy, is one roll-up ^[1], and its record does not show whether other SPAC-era combinations lost value the same way. A second half in which Milk's revenue beats the same period of 2025 would prove this view wrong.