Transaction Valuation Updated to Reflect
Recent Market Performance
Haymaker Acquisition Corp. (NASDAQ: HYAC) (“Haymaker”), a publicly
traded special purpose acquisition company, and OneSpaWorld (“OSW”
or the “Company”), the pre-eminent global operator of health and
wellness centers onboard cruise ships and a leading operator of
health and wellness centers of destination resorts worldwide,
announced today that they have amended their definitive business
combination agreement, which was entered into on November 1, 2018,
due to recent market performance. The amended agreement continues
to provide that Haymaker and OSW will combine under a new holding
company, OneSpaWorld Holdings Limited (“OSW Holdings”), which is
expected to be listed on the Nasdaq Stock Market under the symbol
“OSW.” OSW is being sold by Steiner Leisure Limited (“Steiner”), a
portfolio company of L Catterton, the largest and most global
consumer-focused private equity firm in the world. The
Company continues to expect fiscal 2018 operating performance in
line with its expectations provided on November 1, 2018.
Details of the Updated Transaction
Under the terms of the amended definitive
business combination agreement, the transaction is now valued at
approximately $850 million at closing, as compared to approximately
$950 million in the original agreement announced on November 1,
2018, reflecting a reduction in the aggregate consideration to be
paid to the selling equity holders. Pro forma net leverage
was also reduced to 3.9 times as compared to the original
transaction, which contemplated 5.3 times. The business
combination will continue to be funded through a combination of
cash in Haymaker’s trust account, borrowings, and proceeds from a
common stock private placement led by premier institutional
investors including Franklin Templeton and Neuberger Berman.
L Catterton will retain a significant equity stake in the combined
company through its investment in Steiner.
OSW Reaffirms Forecasted Operating
Performance
OSW continues to expect to report $535
million in revenue and $56 million in Adjusted EBITDA in 2018. For
2019, the Company continues to forecast revenue of $573 million and
$62 million in Adjusted EBITDA. For 2020, the Company continues to
forecast revenue of $668 million and $78 million in Adjusted
EBITDA. As a result of the reduced leverage and favorable
adjustments to interest expense associated with the amended
transaction structure, the Company forecasts 2018, 2019 and 2020
Pro Forma Adjusted Net Income of $32 million, $39 million and $56
million, respectively. This represents a 31% compound annual growth
rate between 2018 and 2020.
The respective boards of directors of both
Haymaker and OSW have unanimously approved the amended business
combination agreement. Completion of the proposed transaction
continues to be subject to approval of Haymaker stockholders and
other customary closing conditions. The parties expect that
the proposed transaction will be completed in the first quarter of
2019.
For a full description of the amendment to the
business combination agreement, please see Haymaker’s Current
Report on Form 8-K, which will be filed promptly and can be
obtained at the website of the U.S. Securities and Exchange
Commission (“SEC”) at www.sec.gov.
Goldman Sachs & Co. LLC and Lazard are
serving as financial advisors, Cantor Fitzgerald is serving as
capital markets advisor, Goldman Sachs & Co. LLC is serving as
private placement agent and DLA Piper LLP (US) and Ellenoff
Grossman & Schole LLP are serving as legal advisors to
Haymaker. Nomura and BofA Merrill Lynch are serving as
financial advisors and capital markets advisors and Kirkland &
Ellis LLP is acting as legal advisor to OSW.
About OSW:
Headquartered in Nassau, Bahamas, OSW is one of
the largest health and wellness services companies in the
world. OSW’s distinguished centers offer guests a
comprehensive suite of premium health, fitness, beauty and wellness
services, treatments, and products aboard 161 cruise ships and at
67 destination resorts around the world. OSW holds the
leading market position within the fast-growing international
leisure market and has been built upon its exceptional service
standards, expansive global recruitment, training and logistics
platforms, and a history of service and product innovation that has
enhanced its guests’ health, fitness, beauty, and wellness while
vacationing for over 50 years.
About Haymaker:
Haymaker is a $330 million blank check company
led by Steven Heyer. Haymaker was formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, recapitalization, reorganization, or similar
business combination with one or more target businesses. The
executives of Haymaker are experienced at recognizing and
quantifying the value of brands and creating strategies to
reposition those brands to reach their full market potential. For
more information about Haymaker, please visit
www.haymakeracquisition.com.
About L Catterton:
With over $15 billion of equity capital across
six fund strategies in 17 offices globally, L Catterton is the
largest consumer-focused private equity firm in the world. L
Catterton’s team of more than 150 investment and operating
professionals partners with management teams around the world to
implement strategic plans to foster growth, leveraging deep
category insight, operational excellence, and a broad thought
partnership network. Since 1989, the firm has made over 200
investments in leading consumer brands. L Catterton was formed
through the partnership of Catterton, LVMH, and Groupe Arnault. For
more information about L Catterton, please visit
www.lcatterton.com.
About Neuberger Berman:
Neuberger Berman, founded in 1939, is a private,
independent, employee-owned investment manager. The firm manages a
range of strategies—including equity, fixed income, quantitative
and multi-asset class, private equity, and hedge funds—on behalf of
institutions, advisors, and individual investors globally. With
offices in 20 countries, Neuberger Berman’s team is more than 2,000
professionals. For four consecutive years, the company has been
named first or second in Pensions & Investments Best Places to
Work in Money Management survey (among those with 1,000 employees
or more). Tenured, stable and long-term in focus, the firm fosters
an investment culture of fundamental research and independent
thinking. It manages $315 billion in client assets as of September
30, 2018. For more information about Neuberger Berman, please visit
www.nb.com.
Important Information About the Proposed Transaction and
Where to Find It:
In connection with the amended transaction, OSW
Holdings intends to file an amendment to its Registration Statement
on Form S-4 (the “S-4”), which will include an updated prospectus
with respect to OSW Holding’s securities to be issued in connection
with the proposed business combination of OSW and Haymaker and a
proxy statement with respect to Haymaker’s stockholder meeting to
vote on the proposed transaction, with the SEC. Haymaker’s
stockholders and other interested persons are advised to read the
S-4 and the amendments thereto and any documents included
therein filed in connection with the proposed transaction, as these
materials will contain important information about OSW, Haymaker,
and the proposed transaction. The S-4 and other relevant
materials for the proposed transaction will be mailed to
stockholders of Haymaker as of a record date to be established for
voting on the proposed transaction. Stockholders will also be able
to obtain copies of the S-4 and other documents filed with the SEC
as exhibits thereto, without charge, once available, at the SEC’s
web site at www.sec.gov, or by directing a request to: Haymaker
Acquisition Corp., 650 Fifth Avenue, Floor 10, New York, NY
10019.
Participants in the Solicitation:
OSW, OSW Holdings, Haymaker, and their
respective directors and executive officers may be deemed
participants in the solicitation of proxies from Haymaker’s
stockholders with respect to the proposed transaction. A list of
the names of those directors and executive officers and a
description of their interests in Haymaker is contained in
Haymaker’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, which was filed with the SEC and is available
free of charge at the SEC’s web site at www.sec.gov, or by
directing a request to Haymaker Acquisition Corp., 650 Fifth
Avenue, Floor 10, New York, NY 10019, Attention: Christopher
Bradley or Joseph Tonnos, (212) 616-9600. Additional information
regarding the interests of such participants will be contained in
the S-4.
Forward-Looking Statements:
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. The
expectations, estimates, and projections of the businesses of
Haymaker, OSW and OSW Holdings may differ from their actual results
and consequently, you should not rely on these forward looking
statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements include, without limitation,
expectations with respect to future performance including projected
financial information (which is not audited or reviewed by
auditors) and anticipated financial impacts of the proposed
transaction, the satisfaction of the closing conditions to the
proposed transaction, and the timing of the completion of the
proposed transaction. These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. Most of
these factors are outside of the control of Haymaker, OSW, and OSW
Holdings and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the Business Combination Agreement, (2) the
outcome of any legal proceedings that may be instituted against the
parties following the announcement of the Business Combination
Agreement and the transactions contemplated therein; (3) the
inability to complete the proposed transaction, including due to
failure to obtain approval of the stockholders of Haymaker or other
conditions to closing in the Business Combination Agreement; (4)
the occurrence of any event, change, or other circumstance that
could give rise to the termination of the Business Combination
Agreement or could otherwise cause the transaction to fail to
close; (5) the receipt of an unsolicited offer from another party
for an alternative business transaction that could interfere with
the proposed transaction; (6) the inability to obtain or maintain
the listing of the post-acquisition company’s common shares on
Nasdaq following the proposed transaction; (7) the risk that the
proposed transaction disrupts current plans and operations as a
result of the announcement and consummation of the proposed
transaction; (8) the ability to recognize the anticipated benefits
of the proposed transaction, which may be affected by, among other
things, competition, the ability of the combined company to grow
and manage growth profitably and retain its key employees; (9)
costs related to the proposed transaction; (10) changes in
applicable laws or regulations; (11) the demand for OSW’s and the
combined company’s services together with the possibility that OSW
or the combined company may be adversely affected by other
economic, business, and/or competitive factors; and (12) other
risks and uncertainties included in (x) the “Risk Factors” sections
of the most recent Annual Report on Form 10-K filed with the SEC by
Haymaker and the S-4 and (y) other documents filed or to be filed
with the SEC by Haymaker and OSW Holdings. Haymaker cautions that
the foregoing list of factors is not exclusive. You should not
place undue reliance upon any forward-looking statements, which
speak only as of the date made. Haymaker, OSW, and OSW Holdings do
not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in their expectations or any change in
events, conditions, or circumstances on which any such statement is
based.
No Offer or Solicitation:
This press release shall not constitute a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the proposed transaction. This
press release shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Non-GAAP Financial Metrics:
This press release includes non-GAAP financial
measures for OSW which do not conform to SEC Regulation S-X in that
it includes financial information (such as Adjusted EBITDA and Pro
Forma Adjusted Net Income) not derived in accordance with US GAAP.
Accordingly, such information and data will be adjusted and
presented differently in the S-4. OSW believes that the
presentation of non-GAAP measures provides information that is
useful to investors as it indicates more clearly the ability of OSW
to meet capital expenditure and working capital requirements and
provides an additional tool for investors to use in evaluating
ongoing operating results and trends. Investors should review OSW’s
audited and interim financial statements, which are presented
in the S-4 and not rely on any single financial measure to
evaluate its business. Other companies may calculate these and
other non-GAAP measures differently and, therefore, OSW’s non-GAAP
measures may not be directly comparable to similarly titled
measures of other companies.
Contacts
ICR for Haymaker
Investors:Allison Malkin,
203-682-8225allison.malkin@icrinc.comJennifer Davis,
646-677-1813jennifer.davis@icrinc.com
Media:Jim Furrer, 646-677-1808jim.furrer@icrinc.com
For L CattertonAndi Rose / Andrew SquireJoele
Frank, Wilkinson Brimmer Katcher212-355-4449
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