Empower Brands took its fight for Helen of Troy straight to shareholders on November 12 with an open letter. Empower is the home and personal care platform owned by Spectrum Brands and funds managed by Oaktree Capital Management. The offer has not changed from the one Helen of Troy’s board already turned down. It is $37.00 per share in cash, which Empower says implies an enterprise value of about $1.6 billion.
Helen of Troy owns Hydro Flask, Osprey and OXO, so this is a deal about brands that a lot of online sellers carry or compete against. At E-Commerce Paradise I look at stories like this for one reason. They show how buyers put a price on a business, and that matters if you ever plan to sell your own store. Below is the reported timeline, what each side says about tariffs, and my read on what it means for a small operator.
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A $1.6 Billion Offer Goes From Boardroom to Shareholders
The timeline matters here, because the tone of this fight changed over a few months. According to Retail Dive’s report on the proposal, Empower had been talking privately with Helen of Troy since July. It first offered $34.00 per share in August, and that offer was rejected. It then raised the price to $37.00 in October.
The board unanimously rejected the higher number too. In its response, Helen of Troy called the proposal opportunistic and said it undervalues the company. Retail Dive covered that rejection and noted the board’s argument that the bid was timed to catch a depressed share price. The outdoor trade press picked it up too, since Osprey is a big name in that world, and Bicycle Retailer reported the parent company declined the offer.
Empower then went public on November 4 with a press release. It disclosed that an affiliate already owns about 4.5% of Helen of Troy’s outstanding shares, which is 1,049,356 common shares according to an SEC filing tied to the open letter. The same release said the deal would be paid for with Empower’s cash, new equity from Spectrum and Oaktree, and third-party debt. It also said there would be no financing contingency, and that the debt would be non-recourse to Spectrum Brands.
There is also a dispute over how the talks went. Helen of Troy says it offered Empower a customary non-disclosure agreement so that more information could be shared, and that Empower declined. Empower says the agreement would have restricted its ability to disclose its interest and proposal publicly. Empower’s CEO has said Helen of Troy tried to halt the process with an overly restrictive agreement.
The November 12 letter is the next step. Based on the filing, it does not announce a proxy contest, director nominees or a tender offer. It asks shareholders to contact the board, say they support a transaction and push the company to engage. Empower says it could sign a merger agreement within 45 days. It also says it would sign a customary NDA but will not agree to a standstill.
Investors noticed the rejection. A Stocktwits headline said Helen of Troy stock was on track for its best day in nearly 25 years after the board rejected the $37 bid. I would treat that as a sentiment marker and not as a valuation, but it shows how much attention the fight has drawn.
Both Sides Point at Tariffs, With Different Conclusions
Tariffs sit under almost every number in this story. Helen of Troy’s board cites tariff-related disruption as one reason its stock price fell. The company also says it will reinvest $66.5 million to $70.5 million in tariff refunds back into the business to support consumer demand and organizational capabilities. That figure comes from the company’s own November 4 SEC filing.
If you have not followed the refund process, the short version is this. Importers who paid duties under the IEEPA tariffs have been working through a refund system. I have been tracking it, including the news that Phase 3 tariff refunds opened with 425,517 entries accepted. A court also moved the process forward for people who were not original plaintiffs, as I covered when the trade court certified a tariff refund class.
Big brands are already deciding what to do with the cash. Levi’s said it would put most of its refund back to work, and I broke that down in my post on how Levi’s redeploys $60M of its $79M tariff refund. Helen of Troy is taking a similar path. The board’s position is that this cash, plus its strategic plan, supports a higher value than $37.
Empower tells the story differently. Its press release points to an 87% share price decline over five years, an $886 million impairment in fiscal 2026, a 12.2% drop in fiscal 2026 organic sales and a 41.1% drop in fiscal 2026 adjusted operating income. Empower also argues that Helen of Troy’s scale and leverage limit how much it can invest. It is skeptical of the company’s three-phase strategic roadmap.
The board counters with its own data point. Helen of Troy says its shares rose 67.5% fiscal year-to-date, measured from the February 27, 2026 close through November 3, 2026. The S&P 500 rose 10.0% over the same period. In other words, the board says the stock has already recovered a lot, and Empower says the five-year record is still poor.
Both sets of numbers are claims from interested parties. Neither one has been tested in a negotiated deal, and that is the most important thing to remember. A bid is a price somebody is willing to offer. It is not a verdict on what the company is worth.
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How Buyers Price a Brand With Tariff Scars
This section is my analysis and not reported fact. My read is that this fight shows exactly which numbers a buyer reaches for first. Empower did not lead with a vision. It led with an impairment, a drop in organic sales and a drop in adjusted operating income. Those are the numbers a buyer uses to argue that a price should be lower.
The same logic applies to a small store, just at a much smaller scale. A buyer looks at whether revenue is growing without help, whether profit is steady and whether the books are believable. If you want the longer version, I wrote about how clean books can add real value to an ecommerce exit. I also covered what ecommerce buyers actually check during due diligence.
Here is where tariff refunds get tricky. A refund can make a year look better than it was. Here is hypothetical math, not a real store. Say a store earns $200,000 in annual profit and a buyer would pay three times profit. That is a $600,000 price. Now say $60,000 of that profit was a one-time tariff refund. A careful buyer strips it out, sees $140,000 of repeatable profit and offers $420,000 at the same multiple. The refund is still real money for you. It just does not raise your sale price the way operating profit does.
There is a second lesson in Empower’s approach. It built a stake of about 4.5% first, made a private offer second and went public third. Pressure from an outside party can change how a target behaves. I saw the same dynamic when I covered the Ethan Allen activist takeover and what it meant for furniture sellers. You will probably never face an activist, but you may face a buyer who knows exactly what your weak spots are.
Look at the impairment number again. An $886 million impairment is an accounting admission that something the company paid for is worth less than the books said. Small stores have their own version of this. It shows up as dead inventory, a supplier relationship that fell apart or ad accounts that no longer return what they used to. A buyer will find all three in a few hours of digging. So the smart move is to find them yourself first and write them down honestly.
The organic sales number works the same way. Organic growth means growth that comes from the business itself, with no acquisitions to prop it up. For a store owner, the plain-English version is simple. Are more people buying from you this quarter than last quarter without you buying a new store or doubling your ad spend? If the answer is no, a buyer will price that in. If the answer is yes, show it with a month-by-month chart and not a promise.
Tariffs add a third layer. Costs that jumped after duties hit can make last year’s margins look nothing like this year’s. If you changed suppliers, raised prices or absorbed the cost, a buyer wants the story behind each move. Keep a short written log of what you changed and when. It costs you an hour a month and it can save you a very uncomfortable call during diligence.
I also want to be fair to the board. A rejected bid can still be the right call. If the shares really did climb 67.5% in the fiscal year and the company believes its plan is working, holding out is a defensible choice. Shareholders get to decide that, and I am not predicting how it ends.
What a Small Store Owner Should Do With This
You do not need a $1.6 billion company to learn from this. What I’d do is treat tariff refunds and exit value as one project. Here is the order I would work in.
- Confirm whether your business was the importer of record on the entries that paid IEEPA duties. If a freight forwarder or a supplier acted as importer, the refund may belong to them. My post on the CBP foreign importer of record rule explains why that distinction matters.
- Ask your customs broker for your entry summaries and check them against your own purchase records. Do this before you assume you are owed anything.
- Keep any refund in a business account that is separate from your personal money. If you do not have one, my Mercury bank review covers the fees and FDIC facts, and you can open an account through my Mercury link.
- Book the refund on its own line so it never blends into normal operating profit. Accounting tools such as QuickBooks or Finaloop can handle this, and I compare more options in my guide to the best accounting software for the self-employed.
- Ask your CPA how the refund is treated for tax purposes before you spend it. A refund may count as income, and I am not a tax or legal advisor, so get that answer from a professional.
If you do not have your store set up as a real company yet, fix that first. Buyers and customs brokers both want to see a clean legal entity. Start with my guide on how to form an LLC and then decide how much of the setup you want to hand off. If you would rather have someone else build the whole thing, my done-for-you turnkey service does that.
One more honest point. I do not know whether Empower will win Helen of Troy, whether the board will sit down, or whether a better offer will show up. The facts above are what has been reported as of November 12. Anything past that is a guess, and I would rather tell you that than pretend otherwise.
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Frequently Asked Questions
Who is bidding for Helen of Troy?
The bidder is Empower Brands Holdings Group, a home and personal care business jointly owned by Spectrum Brands and funds managed by Oaktree Capital Management. An Empower affiliate also owns about 4.5% of Helen of Troy’s shares.
How much is the offer?
Empower is offering $37.00 per share in cash. It says that implies an enterprise value of about $1.6 billion. The proposal is non-binding.
Did Helen of Troy accept?
No. The board unanimously rejected the proposal and called it opportunistic and an undervaluation. Empower first offered $34.00 in August and raised to $37.00 in October.
What did the November 12 letter say?
Based on the SEC filing, it was an open letter to shareholders supporting the existing proposal. Empower says it could sign a merger agreement within 45 days with no financing contingency. It does not announce a proxy fight or a tender offer.
Do tariff refunds really change what a store is worth?
They change your cash, but a one-time refund usually does not change how much a buyer will pay for repeatable profit. That is my analysis, not a reported fact. Ask your CPA and a broker how a buyer would treat yours.
Can a small store owner claim an IEEPA refund?
Only the importer of record on the entries that paid the duties is generally in a position to claim one. Confirm that with your customs broker before you count on any money. I am not a legal or financial advisor.
I wish you guys the best of luck out there. Subscribe to the YouTube channel for daily breakdowns. More breaking news coming through the day.
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Trevor Fenner is an ecommerce entrepreneur and world traveler from Seattle, Washington, and the founder of Ecommerce Paradise, a platform focused on helping entrepreneurs build and scale profitable high-ticket ecommerce and dropshipping businesses. With over a decade of hands-on experience, Trevor specializes in high-ticket dropshipping strategy, niche and product selection, supplier recruiting and onboarding, Google & Bing Shopping ads, ecommerce SEO, and systems-driven automation and scaling. Through Ecommerce Paradise, he provides free education via in-depth guides like How to Start High-Ticket Dropshipping, advanced training through the High-Ticket Dropshipping Masterclass, and fully done-for-you turnkey ecommerce services for entrepreneurs who want a faster, more hands-off path to growth. Trevor is known for emphasizing sustainable, real-world ecommerce models over hype-driven tactics, helping store owners build scalable, sellable, and location-independent brands.
He maintains homes in Seattle and Bali, spends most of the year overseas, and usually returns to Seattle for about a month each summer.
