Combine Under New Holding Company,
OneSpaWorld Holdings Limited
Haymaker Acquisition Corp. (NASDAQ: HYAC) (“Haymaker”), a publicly
traded special purpose acquisition company, and OneSpaWorld
(“OSW”), the pre-eminent global provider of health and wellness
products and services onboard cruise ships and in destination
resorts around the world, announced today that having satisfied all
closing requirements, they completed their previously announced
business combination. Under the terms of the agreement,
Haymaker and OneSpaWorld combined under the new holding company,
OneSpaWorld Holdings Limited (“OSW Holdings” or the “Company”), in
a business combination involving $850.7 million in total
consideration. The business combination was approved by Haymaker’s
stockholders on March 6, 2019 with more than 96% of the voted
shares voting in favor of the business combination. OneSpaWorld was
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.
Consistent with the terms of the business combination, Haymaker
and OSW combined under the new holding company, OSW Holdings, whose
common shares are expected to be listed on the Nasdaq Stock Market
under the symbol “OSW.” The warrants to purchase OSW Holdings
common shares were not approved for listing by Nasdaq, but such
warrants will continue to be exercisable subject to the terms and
conditions set forth in the warrant agreement governing such
warrants. Pursuant to the terms of the warrant agreement, OSW
expects to file a resale registration statement in relation to the
offer and sale of the common shares issuable upon exercise of the
public warrants.
OneSpaWorld’s senior management will continue to serve in their
current roles. Steven Heyer, CEO and Chairman of Haymaker,
will assume the role of Vice Chairman of OSW Holdings. Andrew
Heyer, President of Haymaker, and Marc Magliacano, a current member
of Steiner’s Board of Directors and Managing Partner of L
Catterton’s Flagship Buyout Fund, will serve as Board members of
the Company.
Leonard Fluxman, Executive Chairman of OSW Holdings, commented:
“Today is an exciting day for OneSpaWorld, as we re-enter the
public markets as a pure play global leader in health and wellness
at sea and on land with a proven track record of performance and a
clear path to create meaningful value for our shareholders. I
look forward to our next chapter and fully expect this combination
to position OneSpaWorld to deliver an ever greater level of growth
and profitability well into the future.”
Glenn Fusfield, CEO of OSW Holdings, commented: “We are pleased
to complete our business combination with Haymaker. We move
forward with added resources from which to elevate our significant
market leadership position in the operation of wellness centers
globally. This transaction enables us to continue to execute
our global expansion plan, increase the strength and depth of
relationships with our existing cruise partners, many of whom we
have partnered with for over 20 years, as well as increase our
resort footprint with hospitality partners.”
Steven Heyer and Andrew Heyer commented: “We are thrilled to
finalize the combination with OneSpaWorld – a clear leader in an
attractive industry with very compelling financial performance, and
a significant pipeline of opportunities for growth. We are
eager to begin Haymaker’s next chapter as OneSpaWorld. We
expect to see more robust opportunities for global growth as we
combine Haymaker’s expertise in the hospitality and consumer
sectors with the strong talents of the OneSpaWorld team.”
Marc Magliacano commented: “We are proud of all of the
accomplishments OneSpaWorld has achieved since we acquired its
parent, Steiner Leisure, in late 2015. It gives me great
pleasure to see OSW reenter the public markets as a pure-play
health and wellness services operator with more capabilities and
more differentiation than ever before. We are confident in
the teams’ ability to build upon its unique platform to drive
greater growth for years to come and we look forward to
participating in the Company’s future success as a significant
investor.”
The acquisition was 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. L Catterton will retain a significant equity stake
in the Company through its investment in Steiner, which will retain
equity in OSW.
Nomura and Stifel are serving as capital markets advisors to
OSW.
Goldman Sachs and Lazard served as financial advisors, Cantor
Fitzgerald served as capital markets advisor, Goldman Sachs served
as private placement agent and DLA Piper LLP (US) and Ellenoff
Grossman & Schole LLP served as legal advisors to Haymaker on
the business combination. Nomura and BofA Merrill Lynch
served as financial advisors and capital markets advisors and
Kirkland & Ellis LLP acted as legal advisor to Steiner Leisure
on the business combination.
About OneSpaWorld:
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 164 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. For additional information on OneSpaWorld please visit the
Company’s investor relations site at: www.onespaworld.com
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.
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, Steiner
Leisure 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, Steiner
Leisure and OSW Holdings and are difficult to predict. Factors that
may cause such differences include, but are not limited to: (1) 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; (2) the
inability to obtain or maintain the listing of OSW’s securities on
Nasdaq following the Business Combination; (3) the risk that the
Business Combination disrupts current plans and operations as a
result of the announcement and consummation of the Business
Combination; (4) the ability to recognize the anticipated benefits
of the Business Combination, which may be affected by, among other
things, competition, the ability of OSW to grow and manage growth
profitably and retain its key employees; (5) costs related to the
Business Combination; (6) changes in applicable laws or
regulations; (7) the demand for OSW’s services together with the
possibility that OSW may be adversely affected by other economic,
business, and/or competitive factors; and (8) 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 registration statement on Form S-4 of OSW Holdings
and (y) other documents filed or to be filed with the SEC by
Haymaker and OSW Holdings. Haymaker and OSW Holdings caution 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, Steiner Leisure 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.
Contacts:
ICR for Haymaker and OneSpaWorld
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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