Waldencast SPAC Presentation Deck slide image

Waldencast SPAC Presentation Deck

OBAGI + Milk transaction summary MAKEUP ■ Implied pro forma enterprise value of -$1.2 billion ■ Waldencast to combine substantially concurrently with OBAGI and Milk - Implies a 24.7x post-money FV / 2022E Adj. EBITDA5 and 16.5x FV / 2023E Adj. EBITDA ■ Concurrent with the transaction, Waldencast has raised $105 million of committed PIPE at $10.00 per share ☐ Existing shareholders of OBAGI and Milk to maintain ownership of approximately 21% and 15% respectively ■ OBAGI shareholders to retain OBAGI China Transaction summary ■ Sponsors investing an additional $160m of committed capital through the FPA (at the top of the range of their $130m to $160m FPA commitment), resulting in a significant ownership in the company4 ■ Third-Party investors allocating $173m of committed capital through an FPA? Sources for equity consideration: IPO cash proceeds PIPE Cash proceeds³ Founder FPA proceeds 3rd party FPA proceeds Seller rollover equity Sources and uses ($mm) Uses for equity consideration: Cash to balance sheet Cash to sellers 345 105 160 173 475 Pro forma enterprise value ($mm) Cash to OBAGI sellers Cash to Milk sellers Share price Pro forma shares outstanding Equity value Pro forma net (cash) Pro forma enterprise value Implied 2022E Adj. EBITDA multiple 5 Implied 2023E Adj. EBITDA multiple 5 Pro forma ownership PIPE investors 7.8% 3rd party FPA 12.9% 7 OBAGI shareholders 20.5% 202 520 380 140 Fees and expenses Seller rollover equity Total uses 61² 475 $1,258 Total sources $1,258 Note: The analysis and capital structure shown is at $10 per share and does not reflect the impact from potential warrant dilution, or trust redemptions; Includes 16.0mm FPA shares and 8.6mm shares of founder promote; 2 Illustrative based on latest estimates; 3 Represents total PIPE commitments; 4 Founders have entered into forward purchase agreement to purchase 16 million units, exercising their option therein, issued and sold by the Company on a private placement basis. Each unit is comprised of one Class A ordinary share of the Company and one-third of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share; 5 EBITDA reflects deduction of $5mm for public company costs; Subject to reduction based on redemptions; 7 Sponsor is managing member of the Third-Party and therefore may be deeme beneficial wner. The Third-Party entered into forward purchase agreement to purchase 17.3 million units, exercising their option therein, issued and sold by the Company on a private placement basis. Each unit is comprised of one Class A ordinary share of the Company and one-third of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share; Cash consideration is subject to substitution for equity consideration based on the level of trust redemptions. Founders (FPA + promote) 18.3% $10.00 134.4 $1,344 ($104) $1,240 SPAC public shareholders 25.7% 24.7x 16.5x Milk shareholders 14.9% 38
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