Combined Company Expected to be Listed on
the Nasdaq Stock Market
Haymaker Acquisition Corp. (NASDAQ: HYAC) (“Haymaker”), a publicly
traded special purpose acquisition company, and OneSpaWorld (“OSW”
or the “Company”), 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 they,
and certain other related parties, have entered into a definitive
business combination agreement. Under the terms of the agreement,
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.
Headquartered in Nassau, Bahamas, OSW is one of
the largest health and wellness services companies in the world.
OSW’s distinguished facilities and highly-trained and experienced
staff offer guests a comprehensive suite of premium health,
fitness, beauty, and wellness products and services onboard 161
cruise ships and at 66 destination resorts globally. For over 50
years, OSW’s leading market position has been built upon its
incomparable expertise and broad suite of service offerings, proven
track record of product innovation, expansive global platform for
recruitment, training and logistics, and exceptional service
standards.
Leonard Fluxman, Chairman of OSW, commented: “I
am very excited that OSW is re-entering the public markets as a
leader in global health and wellness services with an extensive
track record of profitable growth and significant, visible
expansion ahead. Combining with Haymaker and re-entering the public
markets as a scaled, publicly-traded, pure-play operator of health
and wellness facilities enhances our ability to deliver the world
class service and innovation that our cruise line and resort
partners have come to expect from our organization while driving
long-term value creation for our shareholders.”
Highlights of the proposed
transaction:
- OSW curates and delivers an
unrivaled offering of the most innovative health and wellness
products, technologies and services onboard 161 cruise ships and at
66 destination resorts around the world.
- OSW benefits from the highly
dependable and predictable growth of the global cruise industry.
Industry tailwinds, including significant investment and strong
consumer demand, have driven 20 years of consecutive passenger
growth, even through the recession of 2008, with 25+ million
cruisers worldwide in 2017. Cruise Industry News projects continued
momentum, with berths growing at a 5.6% CAGR, from approximately
535,000 in 2017 to 704,000 through 2022.
- With over 80% market share in the
highly attractive outsourced maritime health and wellness market,
OSW is 10x the size of its closest competitor. OSW’s leading market
position is the result of decades-long relationships with its
cruise partners, a history of investment in infrastructure and
training, and a reputation for offering passengers a best-in-class
wellness experience.
- OSW benefits from exceptional
after-tax cash flow conversion. OSW maintains a unique asset-lite
business model with annual capital expenditures approximating 1% of
revenue, and a sustainable low cash tax rate due to a majority of
its profits being earned in low-tax and no-tax jurisdictions.
- OSW’s growth is expected from
planned new ship launches by current cruise line partners,
increased market share via partnerships with new cruise lines,
proven, technology-enabled onboard revenue growth initiatives,
continued innovation and expansion of its service and product
suite, and accelerating growth of its health and wellness facility
footprint at destination resorts worldwide.
- The combined company will be led by
OSW’s current management team, which operated Steiner for nearly 20
years while it was a public company. OSW’s Chairman, Leonard
Fluxman, and CFO and COO, Stephen Lazarus, served as CEO and
President and CFO and COO, respectively, of Steiner for more than
15 years. Mr. Fluxman, Mr. Lazarus, and the OSW’s CEO since 2016,
Glenn Fusfield, lead an internally-developed senior management team
with over 150 years of combined industry experience. OSW will also
benefit from Haymaker’s investing and operational experience at
Fortune 500 companies, particularly in the consumer and hospitality
sectors.
- OSW expects to generate
approximately $535 million in revenue and over $26 million in Pro
Forma Adjusted Net Income1 in 2018. For 2019, the Company forecasts
revenue of over $570 million and approximately $33 million in Pro
Forma Adjusted Net Income, reflecting over 23% growth in Pro Forma
Adjusted Net Income.
Details of the
transaction:Under the terms of the definitive business
combination agreement, the transaction is valued at $948 million.
The acquisition will 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.
Upon the closing of the proposed transaction,
OSW’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. 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 combined company.
Glenn Fusfield, CEO of OSW, commented: “As a
global leader in health and wellness and one of the largest
wellness center operators in the world, OSW has a global platform
and infrastructure that provides a unique competitive advantage to
manage the complexity required to service many of the largest
brands in the cruise and hospitality industries. This transaction
will allow OSW to continue to execute its 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 spa footprint with
hospitality partners.”
Steven Heyer and Andrew Heyer commented: “We
believe the acquisition of OSW is perfectly aligned with our
objectives. OSW is a global consumer-growth business, they are a
leader in an attractive industry with very compelling financial
performance and, most importantly, a significant pipeline of
opportunities for growth. We expect our operational expertise in
the consumer and hospitality sectors combined with the talents of
the management team to enable the ongoing company to accelerate its
global expansion.”
Marc Magliacano commented: “We are proud of the
dramatic growth that OSW has achieved since we acquired Steiner
Leisure in late 2015. Working with the OSW team, we have helped
establish OSW as the undisputed global leader in the delivery of
advanced and effective health and wellness services to guests in
the maritime channel and have demonstrated significant success to
our partners in the effort to increase wellness center revenues
both on land and sea. As we re-enter the public markets as a
pure-play health and wellness services operator with more
capabilities and more differentiation than ever before, we are
confident that OSW will continue to thrive and we look forward to
participating in the Company’s future success as a significant
investor.”
Charles Kantor, Neuberger Berman Portfolio
Manager, commented: “As OSW maintains and grows its leading
position in the global leisure market for health and wellness
services, we look forward to providing our experienced public
market perspectives to help further drive long-term value creation
– particularly as it relates to capital allocation and corporate
governance for this unique asset-lite business model.”
The respective boards of directors of both
Haymaker and OSW have unanimously approved the proposed
transaction. Completion of the proposed transaction is subject to
approval of Haymaker stockholders and other customary closing
conditions. The parties expect that the proposed transaction will
be completed in early 2019.
For additional information on the proposed
transaction, 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.
Investor Conference Call
Information: OneSpaWorld and Haymaker will host a joint
investor conference call to discuss the proposed transaction
tomorrow, Friday, November 2, 2018 at 9:00 am ET.
Interested parties may listen to the prepared
remarks call via telephone by dialing (855) 327-6837, or for
international callers, (631) 891-4304. A telephone replay will be
available from 12:00 pm ET on November 2, 2018 to 11:59 am ET on
November 9, 2018 and can be accessed by dialing (844) 512-2921, or
for international callers, (412) 317-6671 and entering replay Pin
number: 10005849.
The conference call webcast, a related investor
presentation with more detailed information regarding the proposed
transaction and a transcript of the investor call will be available
at www.haymakeracquisition.com. The investor presentation will also
be furnished today to the SEC, which can be viewed at the SEC’s
website at www.sec.gov.
Additional Information Posted to
WebsiteHaymaker posted information regarding the proposed
transaction, which is available at www.haymakeracquisition.com. The
investor presentation will also be furnished today by Haymaker to
the SEC on a current report on Form 8-K, which can be viewed at the
SEC’s website at www.sec.gov.
About OSW: Headquartered in Nassau,
Bahamas, OSW is one of the largest health and wellness services
companies in the world. OSW’s distinguished facilities offer guests
a comprehensive suite of premium health, fitness, beauty and
wellness services, treatments, and products aboard 160 cruise ships
and at 66 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
proposed transaction, OSW Holdings intends to file a registration
statement on Form S-4 (the “S-4”), which will include a 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 Securities and Exchange
Commission (the “SEC”). Haymaker’s stockholders and other
interested persons are advised to read, when available, the S-4 and
the amendments thereto and any documents incorporated by reference
therein filed in connection the proposed transaction, as these
materials will contain important information about OSW, Haymaker,
and the proposed transaction. When available, 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 that will be incorporated by reference therein,
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.
OSW and its directors and executive officers may
also be deemed to be participants in the solicitation of proxies
from the stockholders of Haymaker in connection with the proposed
transaction. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
transaction will be included in the S-4 when available.
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
indicated from time to time in the proxy statement relating to the
proposed transaction, including those under “Risk Factors” therein,
and in Haymaker’s other filings with the SEC. 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 (EBITDA Adjusted EBITDA, after-tax free cash flow and
margin, 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 and Haymaker’s proxy
statement to be filed with the SEC to solicit stockholder approval
of the proposed transaction. OSW believe 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 will be presented in the
S-4 and Haymaker’s proxy statement to be filed with the SEC, and
not rely on any single financial measure to evaluate their
respective businesses. Other companies may calculate EBITDA,
Adjusted EBITDA, after-tax free cash flow and margin, Pro Forma
Adjusted Net Income, and other non-GAAP measures differently, and
therefore OSW’s respective EBITDA, Adjusted EBITDA, after-tax free
cash flow and margin, and other non-GAAP measures may not be
directly comparable to similarly titled measures of other
companies.
ContactsICR 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
1 Pro Forma Adjusted Net Income includes interest expense Pro
Forma for the capital structure at closing and incremental public
company costs and excludes non-recurring expenses and amortization
of intangibles. Refer to the disclaimer language at the end of this
press release for more information regarding non-GAAP financial
measures.
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