FullBeauty Brands in Merger of Equals With Destination XL Group

Cleary Gottlieb is advising longtime client FullBeauty Brands Inc. (FullBeauty) in its announced agreement to combine with Destination XL Group Inc. (DXL) in a merger of equals transaction, with DXL remaining the publicly traded entity under the ticker symbol “DXLG.”

Under the terms of the agreement, FullBeauty shareholders will own 55% of the shares 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 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, and with 296 retail stores, is the leading retailer of men’s big & tall apparel that provides the big & tall man the freedom to choose his own style.

The Cleary M&A team included partner Benet O’Reilly, partner-elect Tim Saviola and associates Nicholas DiStefano, Ian McQueary, and Myron Atta-Mensah. The debt finance team included partners Margaret Peponis and Amy Shapiro and associates Alex Patterson, Adrienne Lewis, and Farida Hassan and law clerk Tianyi Zhao. Partners Sean O’Neal and Humayun Khalid and associate Richard Minott advised on capital solutions and restructuring matters. Partner David Lopez, counsel David Parish and associate Stav Harel advised on securities matters. Partner Marcela Robledo and associates Natalie Curry and Lara Catellino advised on IP and data privacy matters. Partners Alan Levine and Amanda Toy and associates Emily Barry and Makesi Buddy advised on executive compensation and employee benefits matters. Partner Jason Factor and associate Jack Samuel advised on tax matters.