OnesSpaWorld SPAC
TRANSACTION OVERVIEW
■ Enterprise value of $948M (19.6x 2019E P/E, 13.1x 2020E P/E)
Pro forma net debt of $300M (5.3x net leverage @ 2018E EBITDA of $56.3M)
Common stock private placement in the amount of $122M
Existing shareholder Steiner Leisure to be paid $717M in cash consideration and issued 16.5M of rollover shares at closing
■ Transaction closing expected in Q1 of 2019
Pro Forma Valuation
Illustrative Haymaker Share Price
Pro Forma Shares Outstanding (M)
Equity Value
Net Debt
Enterprise Value
Valuation Multiples
2019 P/E
2020 P/E
2019 Levered FCF Yield
2020 Levered FCF Yield
Metric
$ 33.0
$49.3
$ 27.3
$ 47.9
$10.00
64.8
$ 648
300
$948
19.6 X
13.1 x
4.2 %
7.4 %
Sources and Uses
Sources
Uses
Haymaker Cash in Trust Account
Selling Shareholder Equity Rollover
Common Stock Private Placement
New Net Debt¹
Sponsor Promote
Total
Cash Consideration to Selling Shareholders
Selling Shareholder Equity Rollover
Haymaker Estimated Transaction Costs²
Sponsor Promote
Total
Pro Forma Equity Ownership³
HYAC Founders' Shares
5%
Common PIPE Investors
19%
ONESPAWORLD
AT SEA. ON LAND.
Selling Shareholders
26%
HYAC Class A
Shareholders
51%
Note: Dollars in millions. FYE December. Assumes $20.0M Revolving Credit Facility, $275M of 1st Lien, and $25M of 2nd Lien. Selling shareholder rollover is prior to any contractual commitments the seller may
have to sell additional rollover shares. Excludes interest earned on cash in trust.
1. Assumes RCF draw of ~$8M at close to fund purchase of OSW cash.
2. Estimated transaction costs include new debt financing fees, private placement fees, original deferred underwriting discount and other advisory and diligence related fees.
3.
Pro forma share count includes 33.0M HYAC Class A shares outstanding, 3.0M HYAC Founders' shares, 12.2M shares issued to PIPE investors, and 16.5M rollover shares issued to selling shareholders.
Excludes 16.5M HYAC IPO warrants and 8.0M Founders' warrants with $11.50 strike price. 3.25M HYAC Founders' shares to be cancelled as part of transaction. Excludes deferred shares to sponsor
(converted from HYAC Founders' shares) and deferred shares to selling shareholders, which vest at $20.00 per share (adjusted for dividends to shareholders).
$330
165
122
300
30
$948
$717
165
35
30
$948
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