OnesSpaWorld SPAC slide image

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 5
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