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%
38View entire presentation