OnesSpaWorld SPAC
TRANSACTION OVERVIEW
ONESPAWORLD
AT SEA. ON LAND.
I Highly compelling initial valuation relative to peers given OSW's strong, predictable financial metrics
The transaction values the Company at a discount to comparable publicly traded companies on the basis of P/E (19.6x 2019E, 13.1x
2020E), and FCF Yield (2019E FCF Yield of 4.2%, 2020E FCF Yield of 7.4%)
11.8% 2-year Sales CAGR exceeds key peers driven by robust industry mega-trends coupled with OSW's leading market share,
upcoming new builds with partner cruise lines and deep competitive moats
17.6% 2-year EBITDA CAGR above key peers driven by pipeline of on-board revenue initiatives and product / services mix shift
■ Moderate starting net leverage of 5.3x with superior unlevered free cash flow conversion profile of ~90%
Allows for rapid de-leveraging of +1.0x debt / EBITDA per year, preserving optionality for significant capital return to shareholders in
near term
Cash flow profile and de-leveraging accelerate already strong EPS growth: +35% 2-year EPS growth is best-in-class
Unlevered free cash flow conversion of ~90% exceeds all peer companies
■ The Company's existing owners plan to roll a meaningful stake due to strong conviction around OSW's compelling upside as a
public company as well as a decades-long relationship with Haymaker management and a history of investing together
Additionally, Haymaker's existing shareholder base includes owners with long-tenured relationships with Haymaker management.
Many of these shareholders take a longer-term view than typical SPAC investors
■ Transaction closing expected in the first quarter of 2019
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