OnesSpaWorld SPAC slide image

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 33
View entire presentation