Haymaker Acquisition Corporation
PROPOSED BUSINESS COMBINATION: OneSpaWorld (“OSW”)
ESTIMATED CURRENT FUNDS in TRUST: $335.8 Million*
CURRENT PER SHARE REDEMPTION PRICE: $10.18*
ENTERPRISE VALUE: $851 Million
*SPACInsider estimate a/o 2-14-19
Haymaker Acquisition Corp. proposes to combine with OneSpaWorld (“OSW” or the “Company”), a global provider of health and wellness products and services onboard cruise ships and in destination resorts around the world. OSW is one of the largest health and wellness services companies in the world. OSW’s facilities and 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.
- OSW curates and delivers an offering of health and wellness products, technologies and services onboard 161 cruise ships and at 66 destination resorts around the world.
- 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.
- Over 80% market share in the outsourced maritime health and wellness market, OSW is 10x the size of its closest competitor.
- 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 expects to generate approximately $535 million in revenue and over $26 million in Pro Forma Adjusted Net Income 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.
- Goldman Sachs & Co. LLC and Lazard are serving as financial advisors to Haymaker.
- Cantor Fitzgerald is serving as capital markets advisor to Haymaker.
- Goldman Sachs & Co. LLC is serving as private placement agent.
- 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 to OSW.
- Kirkland & Ellis LLP is acting as legal advisor to OSW.
HAYMAKER MANAGEMENT & BOARD
Steven J. Heyer, 65
CEO and Director
Mr. Heyer has over 35 years of experience in the consumer and consumer-related products and services industries, leading a range of companies and brands. He has applied his experience and analytical skills in a variety of leadership positions across diverse industry groups, including broadcast media, consumer products, and hotel and leisure companies. His operating experiences include: leading the turnaround of Outback Steakhouse as an advisor (from 2010 to 2012); as the Chief Executive Officer of Starwood Hotels & Resorts Worldwide (from 2004 until 2007); as the President and Chief Operating Officer of The Coca-Cola Company (from 2001 to 2004); as a member of the boards of the Hellenic Bottling Company, Coca-Cola FEMSA, and Coca-Cola Enterprises (all from 2001 to 2004); as President and Chief Operating Officer of Turner Broadcasting System, Inc., and a member of AOL Time Warner’s Operating Committee (from 1994 to 2001); as the President and Chief Operating Officer of Young & Rubicam Advertising Worldwide (from 1992 to 1994); and before that spending 15 years at Booz Allen & Hamilton, ultimately becoming Senior Vice President and Managing Partner. For the last five years, Mr. Heyer has served on the boards of Lazard Ltd, Lazard Group, and Atkins Nutritionals Inc., (each as further described below) as well as investing in a private capacity in early stage and venture consumer and consumer media companies. Mr. Heyer has extensive board experience, including: the board of Atkins Nutritionals Inc., which announced in April 2017 that it has entered into a definitive agreement to be acquired by Conyers Park Acquisition Corp, a publicly traded special purpose acquisition company; Lazard Ltd and Lazard Group (2005 to present); the board of WPP Group, a publicly traded digital, internet, and traditional advertising company (2000 to 2004); the board of Equifax, the publicly traded consumer credit reporting and insights company (2002 through 2003); the board of Omnicare, Inc., a supplier of pharmaceutical care to the elderly (2008 through 2015); the board of Vitrue, Inc., a provider of social marketing publishing technologies (2007 through 2012); the board of Internet Security Systems, Inc. a provider of internet security software, appliance, and services (2004 through 2005); and the board of Shopkick, a mobile shopping app that rewards customers for walking into stores. Mr. Heyer received his B.S. from Cornell University and M.B.A. from New York University. Mr. Heyer is the brother of Mr. Andrew Heyer, our President.
Andrew R. Heyer, 6
President and Director
Mr. Heyer is a finance professional with over 35 years of experience investing in the consumer and consumer-related products and services industries, as well as a senior banker in leveraged finance during which time his clients included many large private equity firms. He has deployed in excess of $1 billion of capital over that time frame, and has guided several public and private companies as a member of their board of directors. Currently Mr. Heyer is the Chief Executive Officer and Founder of Mistral Equity Partners, a private equity fund founded in 2007 that invests in the consumer industry. Prior to founding Mistral in 2007, from 2000 to 2007. Mr. Heyer served as a Founding Managing Partner of Trimaran Capital Partners, a $1.3 billion private equity fund. Mr. Heyer was formerly a vice chairman of CIBC World Markets Corp. and a co-head of the CIBC Argosy Merchant Banking Funds from 1995 to 2001. Prior to joining CIBC World Markets Corp. in 1995, Mr. Heyer was a founder and Managing Director of The Argosy Group L.P. from 1990 to 1995. Before Argosy, from 1984 to 1990, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated and, previous to that; he worked at Shearson/American Express. Mr. Heyer currently serves on the board of directors of Jamba, Inc. [NASDAQ: JMBA] where he has served as a board member since 2009. From 1993 through 2009 he also served on the board of The Hain Celestial Group [NASDAQ: HAIN], a natural and organic food and products company, rejoining the board from 2012 to the present, where he serves as lead director. Mr. Heyer has also served as a director of FORM Holdings, Inc. [NASDAQ: FH], a diversified holding company, since December 2016. Mr. Heyer also serves on the board of several private companies owned in whole or in part by Mistral, including Worldwise, a pet accessories business from 2011 to the present, The LoveSac Company, a branded omni-channel retailer of technology-forward furniture, from 2010 to the present and Insomnia Cookies, a retailer of desserts open primarily in the evening and nighttime from 2008 to the present. He has also served on the board of Accel Foods, an incubator and investor in early stage food and beverage companies, since 2015. In the past he has served as a director of Las Vegas Sands Corp. [NYSE:LVS], a casino company, from 2006 to 2008, El Pollo Loco Holdings, Inc. [NASDAQ:LOCO], a casual Mexican Restaurant, from 2005 to 2008 and Reddy Ice Holdings, Inc. [OTC:RDDC] a manufacturer of packaged ice products, from 2003 to 2006. Mr. Heyer received his B.Sc. and M.B.A. from the Wharton School of the University of Pennsylvania, graduating magna cum laude. Mr. Heyer is the brother of Mr. Steven Heyer, our Chief Executive Officer.
Christopher Bradley, 40
Mr. Bradley is a Managing Director at Mistral, which he joined in 2008. Mr. Bradley brings over 10 years of experience identifying acquisition candidates, due diligence experience including accounting and financial modeling acumen, and a background in deal structuring. He has served as a member of the board of directors of The Chickery, Inc, a privately held fast casual restaurant chain from 2016 to the present, Creminelli Fine Meats, LLC, a privately held premium-priced charcuterie wholesaler from 2016 to the present, The Beacon Consumer Incubator Fund, a venture capital fund that invests in consumer technology companies from 2016 to the present, The LoveSac Company, a technology enabled furniture marketer from 2010 to the present, and The Kitchen Fund, a venture capital fund that invests in early stage restaurants from January 2017 to the present. He has also guided Mistral portfolio companies in an operational role and, through Mistral, served on the board of Jamba, Inc. [NASDAQ: JMBA] from 2009 to 2013. Prior to Mistral, Mr. Bradley served as an investment banker at Banc of America Securities from 2005 to 2006, a Manager in Burger King’s strategy group in 2004, and a Manager at PricewaterhouseCoopers management consulting practice from 1999 to 2004. He earned an A.B. from the University of Chicago and an M.B.A. from The Harvard Business School.
Robert A. Nisi
General Counsel and Secretary
Mr. Nisi has been a Partner at LWPartners, a strategic investment advisory firm, where he oversees legal, compliance, and operations functions, since 2013. Previously, from 2009 to 2013 he served as a Managing Director at PricewaterhouseCoopers in its regulatory consulting unit, helping alternative asset managers with operational and compliance related matters. Prior to this, from 2004 to 2009, Mr. Nisi was a Partner, Chief Operating Officer and General Counsel at Cyrus Capital Partners, where he helped to launch the distressed debt fund manager and oversaw its growth. Mr. Nisi also served as a director of Virgin America Airlines from its startup to its launch, from 2005 to 2008. He was the General Counsel of MacKay Shields LLC, an institutional money management subsidiary of New York Life Insurance Company from 1998 to 2004 and before that was Assistant General Counsel at Prudential Insurance Company and at Salomon Smith Barney from 1997 to 1998. Mr. Nisi has also worked in the investment management practice at the law firms of Kramer Levin Naftalis & Frankel LLP and White & Case LLP between 1991 and 1995. Mr. Nisi began his investment management career as a Staff Attorney at the Division of Investment Management and Enforcement in the New York office of the Securities and Exchange Commission. He received a B.A. from Washington University in St. Louis and both a J.D. and an M.B.A. in Finance from Boston University.
Board of Directors
Arthur H. Bilger, 64
Mr. Bilger has since 2015 served as founder and Chief Executive Officer of WorkingNation, a national not-for-profit campaign to create awareness within the American public concerning unemployment issues facing the United States and then educate as to where the jobs of the future are likely to be and mitigation strategies and solutions to overcome this challenge. Mr. Bilger is also an active venture capital investor, and has invested in and served as a director of various private companies engaged in activities where content is integrated with new technologies, with particular focus on online education, digital media, and analytics. Since 2000, he invests primarily through a vehicle called Shelter Capital Partners. Since 1996 he also invests actively in the public markets through an entity called Adase Partners LLC. He has held board seats during the last five years at Mobileum, a software communications company, Think Passenger, Inc., a social platform for brand marketing, Zumbox, a digital mail company and currently serves as a director of Roswell Biotechnologies, Inc., a biotechnology company, since 2016. His activities in this area began as an investor in and Vice Chairman of Akamai Technologies, Inc., a provider of global, high-performance services for the delivery of Internet content, streaming media and applications, from 1998 to 2002. From 1994 until its sale to News Corporation in 1997, Mr. Bilger was the President, Chief Operating Officer and a director of New World Communications Group, Inc., a television production and broadcasting company. Prior to that, from 1990 through 1994, he was a founding partner of Apollo Advisors, LP, an institutional private equity firm. In 1977, he joined Drexel Burnham Lambert Inc., where he served in numerous capacities until 1990, including Executive Vice President, Co-Head of Corporate Finance and a director. Mr. Bilger’s public company board experience (in addition to Akamai Technologies and New World Communications) includes Mandalay Resort Group from 1997 to 2001, Aaron Spelling Productions during the 1980’s, and Circus Circus Enterprises from 1983 to 1989. Other related experience includes acting as Chairman of the Creditors’ Committees for both Telemundo and Taft Broadcasting while at Apollo Advisors. Mr. Bilger holds a B.S. in Economics from the University of Pennsylvania and an M.B.A. from the University of Chicago. He maintains a significant involvement with the University of Pennsylvania’s Wharton School, where he sits on its Board of Overseers and is a member of its Executive Committee.
Walter F. McLallen, 51
Mr. McLallen is a finance professional with over 25 years of leveraged finance, private equity, restructuring and operations experience. He has been the Managing Member of Meritage Capital Advisors, an advisory boutique focused on debt and private equity transaction origination, structuring and consulting since 2004. Mr. McLallen has extensive board and organizational experience and has served as a director, Chairman or Vice Chairman on numerous corporate and non-profit boards and committees, with a significant historical focus on consumer products related companies. Since February 2016, he has served as a director of publicly-traded Differential Brands Group Inc. (NASDAQ: DFBG), a holding company for leading consumer brands including Robert Graham and Hudson Jeans; and private companies, including Timeless Wine Company, the producer of consumer luxury wine brands Silver Oak, Twomey and OVID since August 2016; Worldwise, a consumer branded pet products company since April 2016; adMarketplace, a search engine advertiser since 2012; Dutchland Plastics, a roto-molding plastics manufacturer since January 2017; and Genus Oncology, an early-stage biotechnology company since 2015. He is also a founder and Co-Chairman of Tomahawk Strategic Solutions, a law enforcement, military and corporate training and security company, since 2014. From 2006 to 2015, Mr. McLallen was the Executive Vice Chairman of Remington Outdoor Company, an outdoor consumer platform he co-founded with a major investment firm. Mr. McLallen was formerly with CIBC World Markets from 1995 to 2004, during which time he was a Managing Director, head of Debt Capital Markets and head of High Yield Distribution. Mr. McLallen started his career in the Mergers & Acquisitions Department of Drexel Burnham Lambert and was a founding member of The Argosy Group L.P. in 1990. He received a B.A. with a double major in Economics and Finance from the University of Illinois at Urbana-Champaign.
Jeffrey E. Stiefler, 71
Mr. Stiefler has spent 45 years leading a wide range of consumer and business services companies across multiple industry sectors, including financial services, financial technology, real estate, advertising, computer software and services, private equity, and internet start-ups. His operating experiences include serving as Chairman, President, and Chief Executive Officer at Digital Insight, a digital banking solutions provider, from 2003 to 2007. During his tenure the company improved its operating performance and market capitalization, and was eventually sold to Intuit Financial Services in 2007. From 2000 to 2002, Mr. Stiefler served as Vice Chairman of Walker Digital, a privately held research and development lab, helping to develop several internet start-up businesses. From 1995 to 2000, Mr. Stiefler served as Operating Partner/Advisor of McCown DeLeeuw & Co., a private equity firm and as Chairman of two of their portfolio companies as well as Chairman and Chief Executive Officer of a third. From 1993 to 1995, Mr. Stiefler served as President and director of American Express Company and helped lead a major re-structuring of that business. From 1983 to 1986 and 1987 to 1993, Mr. Stiefler served as Senior Vice-President-Marketing and Product Development, Executive Vice-President-Sales and Marketing, President, and Chief Executive Officer of IDS/American Express. From 1986 to 1987, Mr. Stiefler served as President of the Philadelphia Savings Fund Society, or PSFS, a savings bank. Prior to 1983, Mr. Stiefler worked in the land development business for Boise Cascade Co. and in retail banking for Citibank. Mr. Stiefler has served on four public company boards: Taleo Corporation, a database vendor (prior to its acquisition by Oracle Corporation) from 2009 to 2013, Verifone Holdings, Inc. (NYSE:PAY) an electronic payments company, from 2008 to 2014, LPL Financial Holdings (NASDAQ:LPLA), a broker dealer, from 2007 to 2014, and Vantiv, Inc. (NYSE:VNTV) a payment processing and technology provider from 2010 to the present. He has also served as Chairman and on three privately-held company boards, Touch Commerce, a customer engagement solutions provider, from 2008 to 2016, where he served as chairman; Square Trade, a warranty provider for consumer electronics and appliances, from 2011to 2016, where he served as lead director, and Logic Source, a sourcing and procurement services firm, from 2010 to the present, where he served as Chairman until 2016 and now serves as Chairman of its Advisory Board. Mr. Stiefler received his B.A. from Williams College and his M.B.A. from Harvard Business School.