Destination XL Group, Inc. (“DXL”) and FBB Holdings I, Inc. (“FullBeauty”) have signed a definitive agreement to merge in an all-stock deal. The two companies said the transaction will create a larger, more competitive public retailer with a wide portfolio aimed at serving inclusive products for men and women. Jim Fogarty, who is the current CEO of FullBeauty, will serve as the incoming CEO of the merged company.
Under the merger, the combined business will bring together established brands, sales channels, and operational capabilities, with the aim of offering a broader range of products across value and premium segments. The companies said the new entity will operate with a multi-channel model designed to strengthen growth prospects, improve efficiency, and provide a more seamless customer experience. Direct-to-consumer sales are expected to account for 73% of total revenue, with physical retail stores contributing the remaining 27%.
Combined net sales for the twelve months ending October 2025 reached approximately $1.2 billion. Based on figures excluding pro forma adjustments, Adjusted EBITDA stood at around $45 million. With the addition of an estimated $25 million in annual run-rate cost synergies, the merged organisation would have generated roughly $70 million in LTM Adjusted EBITDA.
When the deal closes, FullBeauty shareholders will hold 55% of the new company, while DXL shareholders will retain a 45% stake.
“We are excited about what this transaction means for our associates, customers and shareholders,” said Harvey Kanter, President and CEO of DXL. “Together with FullBeauty, we will be better able to serve our customers across the plus-size and Big + Tall apparel market, providing them more brands, more styles and more options whether they shop in stores or online through our powerful omni-channel platform. Our shareholders will benefit from the upside potential of our large, combined company as we capture growth opportunities, leverage our Fit expertise, execute on cost synergies and use our enhanced financial position to invest in our business. We look forward to working with FullBeauty and joining our teams to deliver on the promise of this combination.”
Jim Fogarty, CEO of FullBeauty and the incoming CEO of the merged company, said the deal aims to strengthen the combined group’s competitive position and ability to innovate. “By uniting DXL and FullBeauty we are creating a leader in a fragmented market that will define the next decade of inclusive fashion,” he said. “Together we will be a powerful engine for innovation — combining data science, digital scale, proprietary fit technology and differentiated store expertise. With our shared values and mission, incredible portfolio of brands, complementary capabilities, enhanced financial profile, proven record of successful brand integrations and the scale of a larger public company, we expect to deliver sustainable growth, stronger margins and long-term shareholder value — while expanding choice for customers in an apparel category that has historically lacked options.”
DXL’s Chairman, Lionel Conacher, said the company’s board had undertaken a thorough evaluation before agreeing to the merger. “Following a comprehensive review of this transaction, the Board determined that this combination has the potential to create significant value for and is the best path forward for DXL shareholders. We look forward to working together to guide the combined company to even greater success as one organization,” he noted.
Steve Tesoriere, portfolio manager of funds managed by Oaktree Capital Management, L.P. and Director of FullBeauty, said the deal represents a meaningful opportunity for investors. “As the largest individual owner of FullBeauty, we look forward to participating in the significant upside potential this transaction creates. Pro forma for cost synergies, we expect the combined company will generate solid free cash flow and generate very attractive shareholder returns. We are excited for the opportunity for value creation ahead as FullBeauty and DXL join forces to create a leader in inclusive apparel to pursue the vast and growing market opportunity.”
The merger is subject to customary closing conditions and regulatory approvals.
