424B3 1 d695577d424b3.htm 424B3 424B3
Table of Contents

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-228359

 

 

LETTER TO STOCKHOLDERS OF HAYMAKER ACQUISITION CORP.

Haymaker Acquisition Corp.

650 Fifth Avenue, Floor 10

New York, New York 10019

Dear Haymaker Acquisition Corp. Stockholders:

You are cordially invited to attend a special meeting of the stockholders of Haymaker Acquisition Corp., a Delaware corporation (“Haymaker”), which will be held on March 6, 2019 at 8:00 A.M., local time at 650 Fifth Avenue, 10th Floor, New York, NY 10019 (the “Special Meeting”).

On November 1, 2018, Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Steiner Leisure”), Steiner U.S. Holdings, Inc., a Florida corporation (“Steiner US”), Nemo (UK) Holdco, Ltd., a limited company formed under the laws of England and Wales (“Nemo UK”), Steiner UK Limited, a limited company formed under the laws of England and Wales (“Steiner UK”), Steiner Management Services LLC, a Florida limited liability company (“SMS,” and together with Steiner Leisure, Steiner US, Nemo UK and Steiner UK, each, a “Seller” and, collectively, “Sellers”), Steiner Leisure, in its capacity as representative of Sellers (the “Seller Representative”), Haymaker Acquisition Corp., a Delaware corporation (“Haymaker”), OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“OneSpaWorld”), Dory US Merger Sub, LLC, a Delaware limited liability company (“Dory US Merger Sub”), Dory Acquisition Sub, Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Dory Foreign Holding Company”), Dory Intermediate LLC, a Delaware limited liability company (“Dory Intermediate”), and Dory Acquisition Sub, Inc., a Delaware corporation (“Dory US Holding Company”), entered into a Business Combination Agreement (as amended on January 7, 2019, by Amendment No. 1 to Business Combination Agreement, a copy of which is attached to the accompanying proxy statement as Annex A-2 (the “BCA Amendment”), and as it may be further amended from time to time, the “Transaction Agreement”), pursuant to which, and in connection therewith, OneSpaWorld will be the ultimate parent company of Haymaker and OSW Predecessor.

At the Special Meeting, Haymaker stockholders will be asked to consider and vote upon a proposal (the “Business Combination Proposal” or “Proposal No. 1”) to adopt and approve the Transaction Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annexes A-1 and A-2, each agreement, document, instrument and/or certificate contemplated by the Transaction Agreement to be executed in connection with the transactions contemplated thereby (the “Ancillary Documents”) and the consummation of the transactions contemplated by the Transaction Agreement and the Ancillary Documents, including, among other things, the Business Combination and the Haymaker Merger.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Transaction Agreement (including certain adjustments pursuant to and in accordance with the terms of the Transaction Agreement and the Ancillary Documents), upon consummation of the Business Combination, among other things:

 

   

each Class A Share will be converted into the right to receive one fully paid and non-assessable OneSpaWorld Share;

 

   

each of the warrants included in the units issued in the initial public offering of Haymaker (the “Haymaker Public Warrants”), each of which is exercisable for one Class A Share will become exercisable for one OneSpaWorld Share, on the same terms and conditions as those applicable to the Haymaker Public Warrants;

 

   

the Founder Shares will be converted into 6,650,000 OneSpaWorld Shares (3,650,000, subject to certain adjustments, of which will be transferred and forfeited to OneSpaWorld) and the right to receive 1,600,000 OneSpaWorld Shares upon the occurrence of certain events described in more detail below;


Table of Contents
   

each of the warrants issued to Haymaker Sponsor at the time of Haymaker’s initial public offering (the “Founder Warrants”) will become exercisable for one OneSpaWorld Share, on the same terms and conditions as those applicable to the Founder Warrants (the “OneSpaWorld Private Placement Warrants”); and

 

   

Haymaker Sponsor will forfeit 3,650,000 OneSpaWorld Shares and 4,707,734 OneSpaWorld Private Placement Warrants.

 

In connection with the foregoing and concurrently with the execution of the Transaction Agreement, OneSpaWorld entered into Subscription Agreements with certain investors (collectively, the “Private Placement Investors”) pursuant to which, among other things, such investors agreed to subscribe for and purchase, and OneSpaWorld agreed to issue and sell to such investors, 12,249,637 OneSpaWorld Shares and 3,105,294 OneSpaWorld Private Placement Warrants for gross proceeds of approximately $122,496,370 (the “Primary Private Placement”) and OneSpaWorld will grant such Private Placement Investors certain customary registration rights.

Concurrent with the execution of the Transaction Agreement, Steiner Leisure and OneSpaWorld entered into Stock Purchase Agreements with certain purchasers (the “Secondary Purchasers”), pursuant to which, among other things, the Secondary Purchasers will purchase an aggregate of 5,607,144 OneSpaWorld Shares from Steiner Leisure on the first business day after the closing of the Business Combination (the “Secondary Private Placement” and together with the Primary Private Placement, the “Private Placements”) and OneSpaWorld will grant such Secondary Purchasers certain registration rights that are commensurate with those granted to the Private Placement Investors under the Primary Private Placement.

The OneSpaWorld Shares and OneSpaWorld Private Placement Warrants to be offered and sold in connection with the Private Placements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S promulgated thereunder without any form of general solicitation or general advertising. The closing of the Private Placements is contingent upon, among other things, the closing of the Business Combination. The proceeds from the Primary Private Placement will be used to fund a portion of the cash payments payable under the Transaction Agreement at the closing of the Business Combination (including those in respect of the cash consideration payable to the Sellers). OneSpaWorld will not receive any of the proceeds from the Secondary Private Placement.

In addition to the Business Combination Proposal, Haymaker stockholders are being asked to consider and vote upon (i) on a non-binding advisory basis, two proposals to approve certain governance provisions in the OneSpaWorld Memorandum and Articles of Association related to shareholding limits for certain shareholders of OneSpaWorld and voting thresholds for approval of certain matters (collectively, the “Charter Proposal” or “Proposal No. 2”); (ii) a proposal to ratify the entry by Haymaker Sponsor and Haymaker’s directors and officers into the OSW Lock-Up Agreement which, among other things, modifies the Haymaker Founder Lock-Up Period (the “Lock-Up Amendment Proposal” or “Proposal No. 3”); and (iii) the adjournment of the Haymaker stockholders’ meeting (the “Special Meeting”), if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Business Combination Proposal, the Charter Proposal or the Lock-Up Amendment Proposal (the “Adjournment Proposal” or “Proposal No. 4”).

Each of these proposals is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully.

Haymaker’s publicly-traded common stock, units and warrants are currently listed on the NASDAQ Capital Market under the symbols “HYAC,” “HYACU” and “HYACW,” respectively. Upon the closing of the Business Combination, the Haymaker securities will be delisted from NASDAQ. The OneSpaWorld Shares and OneSpaWorld Public Warrants will trade under the symbols “OSW” and “OSWW,” respectively, following the consummation of the Business Combination.


Table of Contents

Pursuant to its amended and restated certificate of incorporation, Haymaker is providing its public stockholders with the opportunity to redeem, upon the closing of the Business Combination, each Class A Share then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest, which shall be net of taxes payable) of the Haymaker IPO. Redemptions referred to herein shall take effect as repurchases under Haymaker’s amended and restated certificate of incorporation. The per-share amount Haymaker will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $12,150,000 that Haymaker will pay to the underwriters of the Haymaker IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $336,670,506 as of December 31, 2018, the estimated per share redemption price would have been approximately $10.17, after paying approximately $1,106,000 in taxes due on the income earned on the amounts held in the Trust Account. Public stockholders may elect to redeem their shares even if they vote for the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the Class A Shares included in the units sold in the Haymaker IPO (i.e., in excess of 6,600,000 Class A Shares). Haymaker has no specified maximum redemption threshold under its amended and restated certificate of incorporation, other than the aforementioned 20% threshold. Each redemption of Class A Shares by Haymaker’s public stockholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $336,670,506 as of December 31, 2018. The Transaction Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares being less than or equal to $50,000,000, provided, however, that the Seller Representative may waive such condition and elect to receive additional OneSpaWorld Shares with an aggregate value (based on a valuation of $10.00 per share) equal to the amount of redemptions exceeding $50,000,000, and the amount of cash consideration will be correspondingly reduced. The commitments that Haymaker received to provide debt financing include up to $50,000,000 to be used for cash consideration to the Sellers if Haymaker stockholders elect to redeem their Class A Shares.

The Subscription Agreements and Stock Purchase Agreements (to the extent such Secondary Purchaser has not previously waived such condition in the Subscription Agreement) provide that the closings of the Primary Private Placement and the Secondary Private Placement, respectively, are conditioned on redemptions of Class A Shares not exceeding $165,000,000. The Transaction Agreement further provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares not exceeding $50,000,000, provided, however, that Steiner Leisure may waive such condition and elect to receive additional OneSpaWorld Shares (and reduce the amount of cash consideration) in the amount of redemptions exceeding $50,000,000 (and in the case of redemptions exceeding $165,000,000, the amount of any shortfall in the Primary Private Placement resulting from such excess redemptions).

The conditions to closing in the Transaction Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by Haymaker’s public stockholders, this condition is not met or is not waived, then each of Haymaker and Sellers may elect not to consummate the Business Combination. In addition, in no event will Haymaker redeem its Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Business Combination, as provided in Haymaker’s amended and restated certificate of incorporation and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Transaction Agreement. Holders of outstanding Haymaker Public Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of Haymaker’s public stockholders exercise their redemption rights with respect to their Class A Shares.

Haymaker Sponsor and Haymaker’s officers and directors agreed to waive their redemption rights with respect to any Haymaker Common Shares they may hold in connection with the consummation of the Business


Table of Contents

Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Currently, Haymaker Sponsor owns all of Haymaker’s issued and outstanding Class B Shares. Haymaker Sponsor has agreed to vote any of Haymaker’s common stock owned by it in favor of the Business Combination. The Founder Shares are subject to transfer restrictions. The amended and restated certificate of incorporation of Haymaker includes a conversion adjustment which provides that the Founder Shares will automatically convert at the time of the Business Combination into a number of Class A Shares after the closing of the transactions contemplated by the Transaction Agreement, at a conversion rate of one-for-one, subject to an adjustment mechanism which Haymaker Sponsor has waived. As a result, each Founder Share will be exchanged for one OneSpaWorld Share (subject to certain adjustments and forfeitures described herein), such that Haymaker Sponsor will hold, after giving effect to the surrender for no consideration of 3,650,000 OneSpaWorld Shares to be received by Haymaker Sponsor, approximately 5% of the total number of OneSpaWorld Shares outstanding after the consummation of the Business Combination (or approximately 7% on a fully-diluted basis). Please see the section entitled “Frequently Used Terms and Basis of Presentation” in the proxy statement/prospectus for assumptions relating to this calculation. Haymaker Sponsor has waived its rights under Haymaker’s amended and restated certificate of incorporation with respect to maintaining a certain ownership percentage of OneSpaWorld immediately following the Business Combination.

Haymaker is providing the accompanying proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by Haymaker’s stockholders at the Special Meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the Special Meeting, all Haymaker stockholders are urged to read carefully this proxy statement/prospectus, including the Annexes and the accompanying financial statements of Haymaker and OSW Predecessor, carefully and in their entirety. In particular, you are urged to read carefully the section entitled “Risk Factors” of this proxy statement/prospectus.

After careful consideration, the Haymaker Board has unanimously approved the Transaction Agreement and the transactions contemplated therein, and unanimously recommends that Haymaker stockholders vote “FOR” adoption of the Transaction Agreement and approval of the transactions contemplated thereby, including the Business Combination and the Haymaker Merger, and “FOR” all other proposals presented to Haymaker stockholders in the accompanying proxy statement/prospectus. When you consider the Haymaker Board’s recommendation of these proposals, you should keep in mind that certain Haymaker directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. Please see the section entitled “The Business Combination—Interests of Certain Persons in the Business Combination” for additional information.

Approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the outstanding Haymaker Common Shares and Founder Shares entitled to vote on such matter and a majority of the outstanding Founder Shares, voting separately as a single class. Approval of the Charter Proposal, the Lock-Up Amendment Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Haymaker stockholders present in person or represented by proxy at the meeting and entitled to vote on such matters.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to ensure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Transaction Agreement will be consummated only if the Business Combination Proposal is approved at the Special Meeting. The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal and the Lock-Up Amendment Proposal. The Charter Proposal is non-binding and is not conditioned on the approval of any other proposal set forth in this


Table of Contents

proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT HAYMAKER REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the Haymaker Board, I would like to thank you for your support of Haymaker Acquisition Corp. and look forward to the successful completion of the Business Combination.

 

February 14, 2019   

Sincerely,

 

LOGO

  

Steven J. Heyer

Chief Executive Officer and

Executive Chairman

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated February 14, 2019, and is expected to be first mailed or otherwise delivered to Haymaker stockholders on or about February 14, 2019.


Table of Contents

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by OneSpaWorld, Haymaker or OSW Predecessor. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of OneSpaWorld, Haymaker or OSW Predecessor since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.


Table of Contents

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF HAYMAKER ACQUISITION CORP.

TO BE HELD MARCH 6, 2019

To the Stockholders of Haymaker Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Haymaker Acquisition Corp., a Delaware corporation (“Haymaker”), will be held on March 6, 2019 at 8:00 A.M., local time, at 650 Fifth Avenue, 10th Floor, New York, NY 10019 (the “Special Meeting”). You are cordially invited to attend the Special Meeting to conduct the following items of business:

 

  1.

Business Combination Proposal—To consider and vote upon a proposal to adopt and approve the Business Combination Agreement, dated as of November 1, 2018 (as amended on January 7, 2019, by Amendment No. 1 to Business Combination Agreement, a copy of which is attached to this proxy statement as Annex A-2 (the “BCA Amendment”), and as it may be further amended from time to time, the “Transaction Agreement”), by and among Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Steiner Leisure”), Steiner U.S. Holdings, Inc., a Florida corporation (“Steiner US”), Nemo (UK) Holdco, Ltd., a limited company formed under the laws of England and Wales (“Nemo UK”), Steiner UK Limited, a limited company formed under the laws of England and Wales (“Steiner UK”), Steiner Management Services LLC, a Florida limited liability company (“SMS,” and together with Steiner Leisure, Steiner US, Nemo UK and Steiner UK, each, a “Seller” and, collectively, “Sellers”), Steiner Leisure, in its capacity as representative of Sellers (the “Seller Representative”), Haymaker Acquisition Corp., a Delaware corporation (“Haymaker”), OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“OneSpaWorld”), Dory US Merger Sub, LLC, a Delaware limited liability company (“Dory US Merger Sub”), Dory Acquisition Sub, Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Dory Foreign Holding Company”), Dory Intermediate LLC, a Delaware limited liability company (“Dory Intermediate”), and Dory Acquisition Sub, Inc., a Delaware corporation (“Dory US Holding Company”), a copy of which is attached to this proxy statement/prospectus as Annex A-1, each agreement, document, instrument and/or certificate contemplated by the Transaction Agreement to be executed in connection with the transactions contemplated thereby (the “Ancillary Documents”), and the consummation of the transactions contemplated by the Transaction Agreement and the Ancillary Documents, including, among other things, the Business Combination and the Haymaker Merger (Proposal No. 1);

 

  2.

Charter Proposal—To consider and vote upon, on a non-binding advisory basis, two proposals to approve certain governance provisions contained in the OneSpaWorld Memorandum and Articles of Association related to shareholding limits for certain shareholders of OneSpaWorld and voting thresholds for approval of certain matters, that are not required by Bahamian law and materially affect stockholder rights (collectively, Proposal No. 2);

 

  3.

Lock-Up Amendment Proposal—To ratify the entry into the OSW Lock-Up Agreement by Haymaker Sponsor and the directors and officers of Haymaker which, among other things, modifies the Haymaker Founder Lock-Up Period (Proposal No. 3); and

 

  4.

Adjournment Proposal—To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal or the Lock-Up Amendment Proposal (Proposal No. 4).

The above matters are more fully described in this proxy statement/prospectus, which also includes, as Annexes A-1 and A-2, a copy of the Transaction Agreement. You are urged to read carefully this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of OneSpaWorld, Haymaker and OSW Predecessor.

The record date for the Special Meeting is February 11, 2019. Only Haymaker stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof.


Table of Contents

Haymaker Sponsor and Haymaker’s officers and directors agreed to vote any Founder Shares held by them and any public shares purchased during or after Haymaker’s initial public offering (the “Haymaker IPO”) in favor of the Business Combination. As of the record date, Haymaker Sponsor owned 20% of Haymaker’s issued and outstanding common stock, including all of the Founder Shares.

Pursuant to its amended and restated certificate of incorporation, Haymaker is providing its public stockholders with the opportunity to redeem, upon the closing of the Business Combination, each Class A Share then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest, which shall be net of taxes payable) of the Haymaker IPO. Redemptions referred to herein shall take effect as repurchases under Haymaker’s amended and restated certificate of incorporation. The per-share amount Haymaker will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $12,150,000 that Haymaker will pay to the underwriters of the Haymaker IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $336,670,506 as of December 31, 2018, the estimated per share redemption price would have been approximately $10.17, after paying approximately $1,106,000 in taxes due on the income earned on the amounts held in the Trust Account. Public stockholders may elect to redeem their shares even if they vote for the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the Class A Shares included in the units sold in the Haymaker IPO (i.e., in excess of 6,600,000 Class A Shares). Haymaker has no specified maximum redemption threshold under its amended and restated certificate of incorporation, other than the aforementioned 20% threshold. Each redemption of Class A Shares by Haymaker’s public stockholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $336,670,506 as of December 31, 2018. The Transaction Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares being less than or equal to $50,000,000, provided, however, that the Seller Representative may waive such condition and elect to receive additional OneSpaWorld Shares with an aggregate value (based on a valuation of $10.00 per share) equal to the amount of redemptions exceeding $50,000,000, and the amount of cash consideration will be correspondingly reduced. The commitments that Haymaker received to provide debt financing include up to $50,000,000 to be used for cash consideration to the Sellers if Haymaker stockholders elect to redeem their Class A Shares.

The Subscription Agreements and Stock Purchase Agreements (to the extent such Secondary Purchaser has not previously waived such condition in the Subscription Agreement) provide that the closings of the Primary Private Placement and the Secondary Private Placement, respectively, are conditioned on redemptions of Class A Shares not exceeding $165,000,000. The Transaction Agreement further provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares not exceeding $50,000,000, provided, however, that Steiner Leisure may waive such condition and elect to receive additional OneSpaWorld Shares (and reduce the amount of cash consideration) in the amount of redemptions exceeding $50,000,000 (and in the case of redemptions exceeding $165,000,000, the amount of any shortfall in the Primary Private Placement resulting from such excess redemptions). The conditions to closing in the Transaction Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by Haymaker’s public stockholders, this condition is not met or is not waived, then each of Haymaker and Sellers may elect not to consummate the Business Combination. In addition, in no event will Haymaker redeem its Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Business Combination, as provided in Haymaker’s amended and restated certificate of incorporation and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Transaction Agreement. Holders of outstanding Haymaker Public Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of Haymaker’s public stockholders exercise their redemption rights with respect to their Class A Shares.


Table of Contents

Haymaker Sponsor and Haymaker’s officers and directors agreed to waive their redemption rights with respect to any Haymaker Common Shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Currently, Haymaker Sponsor owns all of Haymaker’s issued and outstanding Class B Shares. Haymaker Sponsor has agreed to vote any of Haymaker’s common stock owned by them in favor of the Business Combination. The Founder Shares are subject to transfer restrictions. The amended and restated certificate of incorporation of Haymaker includes a conversion adjustment which provides that the Founder Shares will automatically convert at the time of the Business Combination into a number of Class A Shares after the closing of the transactions contemplated by the Transaction Agreement, at a conversion rate of one-for-one, subject to an adjustment mechanism which Haymaker Sponsor has waived. As a result, each Founder Share will be exchanged for one OneSpaWorld Share (subject to certain adjustments and forfeitures described herein), such that, Haymaker Sponsor will hold, after giving effect to the surrender for no consideration of 3,650,000 OneSpaWorld Shares to be received by Haymaker Sponsor, approximately 5% of the total number of OneSpaWorld Shares outstanding after the consummation of the Business Combination (or approximately 7% on a fully-diluted basis). Please see the section entitled “Frequently Used Terms and Basis of Presentation” in the proxy statement/prospectus for assumptions relating to this calculation. Haymaker Sponsor has waived its rights under Haymaker’s amended and restated certificate of incorporation with respect to maintaining a certain ownership percentage of OneSpaWorld immediately following the Business Combination.

In connection with the foregoing and concurrently with the execution of the Transaction Agreement, OneSpaWorld entered into subscription agreements with certain investors pursuant to which such investors agreed to subscribe for and purchase, and OneSpaWorld agreed to issue and sell to such investors, newly issued OneSpaWorld Shares and OneSpaWorld Private Placement Warrants for gross proceeds of approximately $122,496,370. The OneSpaWorld Shares and OneSpaWorld Private Placement Warrants to be issued pursuant to the subscription agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S promulgated thereunder. The closing under the subscription agreements is contingent upon, among other things, the closing of the Business Combination.

The Business Combination is conditioned on the approval of the Business Combination Proposal and the Lock-Up Amendment Proposal. The Charter Proposal is non-binding and is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the outstanding Haymaker Common Shares and Founder Shares entitled to vote on such matter and a majority of the outstanding Founder Shares, voting separately as a single class. Approval of the Charter Proposal, the Lock-Up Amendment Proposal and the Adjournment Proposal require the affirmative vote of a majority of the votes cast by Haymaker stockholders present in person or represented by proxy at the meeting and entitled to vote on such matters. The Haymaker Board unanimously recommends that you vote “FOR” each of these proposals.

 

  

By Order of the Board of Directors

 

LOGO

Steven J. Heyer

Chief Executive Officer and

Executive Chairman

 

New York, New York

 

February 14, 2019

  


Table of Contents

TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

     1  

SUMMARY

     19  

RISK FACTORS

     45  

GENERAL INFORMATION

     81  

SPECIAL MEETING OF HAYMAKER STOCKHOLDERS

     83  

THE BUSINESS COMBINATION

     92  

MATERIAL TAX CONSIDERATIONS

     115  

THE TRANSACTION AGREEMENT AND RELATED AGREEMENTS

     127  

PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

     140  

PROPOSAL NO. 2—THE CHARTER PROPOSAL

     141  

PROPOSAL NO. 3—THE LOCK-UP AMENDMENT PROPOSAL

     143  

PROPOSAL NO. 4—THE ADJOURNMENT PROPOSAL

     144  

REGULATORY APPROVALS RELATED TO THE BUSINESS COMBINATION

     145  

SELECTED HISTORICAL FINANCIAL DATA OF OSW PREDECESSOR

     146  

SELECTED HISTORICAL FINANCIAL DATA OF HAYMAKER

     147  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

     149  

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

     162  

BUSINESS OF ONESPAWORLD BEFORE THE BUSINESS COMBINATION

     164  

BUSINESS OF ONESPAWORLD AFTER THE BUSINESS COMBINATION

     166  

OSW PREDECESSOR MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     186  

BUSINESS OF HAYMAKER AND CERTAIN INFORMATION ABOUT HAYMAKER

     209  

HAYMAKER MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     224  

MANAGEMENT OF ONESPAWORLD AFTER THE BUSINESS COMBINATION

     229  

DESCRIPTION OF ONESPAWORLD SECURITIES

     242  

COMPARISON OF STOCKHOLDER RIGHTS

     249  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     257  

BENEFICIAL OWNERSHIP OF ONESPAWORLD SECURITIES

     261  

PRICE RANGE OF SECURITIES AND DIVIDENDS

     264  

LEGAL MATTERS

     266  

EXPERTS

     266  

ENFORCEMENT OF CIVIL LIABILITIES

     266  

APPRAISAL RIGHTS

     267  

HOUSEHOLDING INFORMATION

     267  

TRANSFER AGENT AND REGISTRAR

     267  

FUTURE STOCKHOLDER PROPOSALS

     267  

 

i


Table of Contents


Table of Contents

FREQUENTLY USED TERMS AND BASIS OF PRESENTATION

In this proxy statement/prospectus:

amended and restated certificate of incorporation” means the amended and restated certificate of incorporation of Haymaker, effective October 24, 2017.

Ancillary Documents” means each agreement, document, instrument and/or certificate contemplated by the Transaction Agreement to be executed in connection with the transactions contemplated thereby.

BCA Amendment” means Amendment No. 1 to Business Combination Agreement, dated January 7, 2019, by and between Steiner Leisure and Haymaker.

Business Combination” means all of the transactions contemplated by the Transaction Agreement, as a result of which OneSpaWorld will be the ultimate parent company of Haymaker and OSW Predecessor.

Class A Shares” means the Class A common stock, par value $0.0001 per share, of Haymaker.

Class B Shares” means the Class B convertible common stock, par value $0.0001 per share, of Haymaker.

DGCL” means the Delaware General Corporation Law, as amended from time to time.

Director Designation Agreement” means the Director Designation Agreement, dated November 1, 2018, by and among OneSpaWorld, Haymaker and Steiner Leisure.

Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

Founder Shares” means the 8,250,000 Class B Shares that are currently owned by Haymaker Sponsor.

Founder Warrants” means the warrants held by Haymaker Sponsor that were issued to Haymaker Sponsor at the time of the Haymaker IPO, each of which is exercisable for one Class A Share, in accordance with its terms.

Haymaker” means Haymaker Acquisition Corp., a Delaware corporation.

Haymaker Board” means the board of directors of Haymaker.

Haymaker Common Shares” means the Class A Shares and the Class B Shares.

Haymaker Founder Lock-Up Agreement” means that certain letter agreement, dated as of October 24, 2017, by and among Haymaker, Haymaker Sponsor, and the directors and officers of Haymaker, entered into in connection with the Haymaker IPO that restricted the sale or transfer of the Founder Shares.

Haymaker Founder Lock-Up Period” means the earlier of (A) one year after the completion of Haymaker’s initial business combination or (B) subsequent to Haymaker’s initial business combination, (x) if the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Haymaker’s initial business combination, or (y) the date on which Haymaker completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Haymaker’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Haymaker IPO” means Haymaker’s initial public offering, consummated on October 27, 2017, through the sale of 33,000,000 public units (including 3,000,000 units sold pursuant to the underwriters’ partial exercise of their over-allotment option) at $10.00 per unit.

 

iii


Table of Contents

Haymaker Merger” means the merger of Dory US Merger Sub with and into Haymaker, with Haymaker being the surviving company in such merger.

Haymaker Public Warrants” means the warrants included in the units issued in the Haymaker IPO, each of which is exercisable for one Class A Share at an exercise price of $11.50 per Class A Share, in accordance with its terms.

Haymaker Sponsor” means Haymaker Sponsor, LLC, a Delaware limited liability company and an affiliate of each of Haymaker’s Chief Executive Officer and President (who are the managing members of Haymaker Sponsor).

Investment Company Act” means the Investment Company Act of 1940, as amended.

IRS” means the U.S. Internal Revenue Service.

L Catterton” means certain investment vehicles managed by Catterton Management Company, L.L.C.

NASDAQ” means the National Association of Securities Dealers Automated Quotations Capital Market.

OneSpaWorld” means OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas, and, unless the context otherwise requires, its consolidated subsidiaries for periods following the Business Combination. Where the context so requires, this term may also refer to the entities comprising the “OneSpaWorld” business prior to the Business Combination.

OneSpaWorld Board” means the board of directors of OneSpaWorld.

OneSpaWorld Memorandum and Articles of Association” means the memorandum and articles of association of OneSpaWorld, effective as of the closing of the Business Combination, which is attached hereto as Annex B.

OneSpaWorld Private Placement Warrants” means warrants to acquire OneSpaWorld Shares on substantially equivalent terms and conditions as set forth in the Founder Warrants.

OneSpaWorld Public Warrants” means warrants to acquire OneSpaWorld Shares on substantially equivalent terms and conditions as set forth in the Haymaker Public Warrants.

OneSpaWorld Shares” means the common shares, par value $0.0001 per share, of OneSpaWorld.

OSW LLC” means OneSpaWorld LLC, a Delaware limited liability company.

OSW Lock-Up Agreement” means that certain Lock-Up Agreement, to be entered into immediately prior to the closing of the Business Combination, by and among OneSpaWorld, the directors and officers of OneSpaWorld, Haymaker Sponsor, the directors and officers of Haymaker Sponsor, Steiner Leisure and (solely for purposes of certain provisions thereof) Haymaker.

OSW Predecessor” means the net assets and operations described in Note 1 to the audited combined financial statements of OSW Predecessor contained in this proxy statement/prospectus, comprising the “OneSpaWorld” business prior to the consummation of the Business Combination.

Primary Private Placement” means the issuance and sale by OneSpaWorld to the Private Placement Investors of 12,249,637 OneSpaWorld Shares and 3,105,294 OneSpaWorld Private Placement Warrants for gross proceeds of approximately $122,496,370.

 

iv


Table of Contents

Private Placement Investors” means the investors in the Private Placements.

Private Placement Shares” means the OneSpaWorld Shares subscribed for by the Private Placement Investors pursuant to the Subscription Agreements.

Private Placements” means the Primary Private Placement and the Secondary Private Placement.

public shares” means the Class A Shares included in the units issued in the Haymaker IPO.

public stockholders” means holders of public shares, including Haymaker Sponsor and Haymaker’s officers and directors to the extent they hold public shares, provided, that Haymaker Sponsor and Haymaker’s officers and directors will be considered a “public stockholder” only with respect to any public shares held by them.

public units” or “units” means one Class A Share and one-half of one Haymaker Public Warrant sold in the Haymaker IPO.

Registration Rights Agreement” means that certain Registration Rights Agreement to be entered into by and among OneSpaWorld, Haymaker Sponsor and Steiner Leisure, which shall be effective as of the closing of the Business Combination and which shall be substantially in the form attached hereto as Annex C.

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.

SEC” means the United States Securities and Exchange Commission.

Secondary Private Placement” means the resale by Steiner Leisure to the Secondary Purchasers, pursuant to which, among other things, the Secondary Purchasers will purchase an aggregate of 5,607,144 OneSpaWorld Shares from Steiner Leisure on the first business day after the closing of the Business Combination.

Secondary Purchasers” means the purchasers in the Private Placement pursuant to the Stock Purchase Agreements.

Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Sellers” means Steiner Leisure, Steiner US, Nemo UK, Steiner UK Limited, Steiner UK and SMS.

Special Meeting” means the special meeting of the stockholders of Haymaker that is the subject of this proxy statement/prospectus.

Sponsor Support Agreement” means that certain Support Agreement, dated November 1, 2018 (as amended on January 7, 2019, by the SSA Amendment, and as it may be further amended from time to time), by and among Haymaker Sponsor, Haymaker, OneSpaWorld and Steiner Leisure.

SSA Amendment” means Amendment No. 1 to Sponsor Support Agreement, dated January 7, 2019, by and among Haymaker Sponsor, Haymaker, OneSpaWorld and Steiner Leisure.

Stock Purchase Agreements” means those certain stock purchase agreements entered into on November 1, 2018, by and among OneSpaWorld, Steiner Leisure and the Secondary Purchasers named therein.

Subscription Agreements” means those certain subscription agreements entered into on November 1, 2018, by and between OneSpaWorld and the Private Placement Investors named therein.

Transaction Agreement” means the Business Combination Agreement, dated as of November 1, 2018 (as amended on January 7, 2019, by the BCA Amendment, as it may be further amended from time to time), by and among Steiner Leisure, Steiner US, Nemo UK, Steiner UK, SMS, the Seller Representative, Haymaker, OneSpaWorld, Dory US Merger Sub, Dory Foreign Holding Company, Dory Intermediate and Dory US Holding Company.

 

v


Table of Contents

Transfer Agent” means Continental Stock Transfer & Trust Company.

Trust Account” means the trust account of Haymaker that holds the proceeds from the Haymaker IPO.

Trustee” means Continental Stock Transfer & Trust Company.

U.S. Tax Code” means the U.S. Internal Revenue Code of 1986, as amended.

Waiver Agreement” means that certain Waiver Agreement, dated November 1, 2018, by and among Haymaker Sponsor, Haymaker and Steiner Leisure.

Warrant Agreement” means that certain amended and restated warrant agreement, to be entered into at the closing of the Business Combination by OneSpaWorld and the Escrow Agent.

Unless otherwise specified, all share calculations assume (i) no exercise of redemption rights by Haymaker’s public stockholders; (ii) prior to the consummation of the Business Combination, no inclusion of the 24,500,000 Class A Shares issuable upon the exercise of 16,500,000 Haymaker Public Warrants or 8,000,000 Founder Warrants; (iii) after the consummation of the Business Combination, no inclusion of the 24,500,000 OneSpaWorld Shares issuable upon the exercise of 16,500,000 OneSpaWorld Public Warrants or 8,000,000 OneSpaWorld Private Placement Warrants; (iv) no inclusion of the 7,000,000 OneSpaWorld Shares available for issuance under the 2019 Equity Incentive Plan, of which 3,097,500 OneSpaWorld Shares will be issuable upon the exercise of options that will be granted to members of OneSpaWorld’s senior management upon the closing of the Business Combination; and (v) no inclusion of the 6,600,000 deferred OneSpaWorld Shares, in aggregate, that are issuable upon the occurrence of certain events to Haymaker Sponsor and Steiner Leisure under the Transaction Agreement.

OSW Predecessor’s financials are represented in U.S. Dollars however a limited portion of revenues and expenses are also represented by various other currencies, primarily the U.K. Pound Sterling and the Euro. For currency exchange rate purposes, assets and liabilities of OSW Predecessor’s foreign subsidiaries are translated at the rate of exchange in effect at the balance sheet date, equity and other items are translated at historical rates and income and expenses are translated at the average rates of exchange prevailing during the specified period.

 

vi


Table of Contents

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Special Meeting and the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Haymaker stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which will be held on March 6, 2019 at 8:00 A.M., local time, at 650 Fifth Avenue, 10th Floor, New York, NY 10019.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

Haymaker stockholders are being asked to consider and vote upon a proposal to adopt the Transaction Agreement and approve the transactions contemplated thereby, including the Business Combination and the Haymaker Merger, among other proposals. Haymaker has entered into the Transaction Agreement, providing for, among other things: (i) Steiner Leisure will contribute all of the issued and outstanding securities of OSW LLC and certain other companies affiliated with OSW LLC to OneSpaWorld, (ii) Dory US Merger Sub will merge with and into Haymaker, with Haymaker as the surviving company in the merger, (iii) Dory US Holding Company will purchase all of the outstanding securities of certain U.S. companies comprising OSW Predecessor from Steiner US and SMS, (iv) Dory Foreign Holding Company will purchase all of the outstanding securities of certain non-U.S. companies comprising OSW Predecessor from Nemo UK and Steiner UK, (v) OneSpaWorld will redeem certain OneSpaWorld Shares held by Steiner Leisure in exchange for a portion of the cash consideration payable to the Sellers, (vi) OneSpaWorld will issue to Steiner Leisure 1,602,440 OneSpaWorld Private Placement Warrants (subject to certain adjustments) and (vii) OneSpaWorld will be the ultimate parent company of Haymaker, Dory US Holding Company and Dory Foreign Holding Company, which is referred to herein as the “Business Combination.” You are being asked to vote on the Business Combination involving Haymaker and OSW Predecessor. A copy of the Transaction Agreement is attached to this proxy statement/prospectus as Annexes A-1 and A-2.

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

 

Q:

When and where is the Special Meeting?

 

A:

The Special Meeting will be held on March 6, 2019 at 8:00 A.M., local time, at 650 Fifth Avenue, 10th Floor, New York, NY 10019.

 

Q:

What are the specific proposals on which I am being asked to vote at the Special Meeting?

 

A:

Haymaker stockholders are being asked to approve the following proposals:

 

  1.

Business Combination Proposal — To adopt and approve the Transaction Agreement, a copy of which is attached to this proxy statement/prospectus as Annexes A-1 and A-2, the Ancillary Documents, and the consummation of the transactions contemplated by the Transaction Agreement and the Ancillary Documents, including, among other things, the Business Combination and the Haymaker Merger (Proposal No. 1);

 

  2.

Charter Proposal — To consider and vote upon, on a non-binding advisory basis, two proposals to approve certain governance provisions contained in the OneSpaWorld Memorandum and Articles of

 

1


Table of Contents
  Association related to shareholding limits for certain shareholders of OneSpaWorld and voting thresholds for approval of certain matters, that are not required by Bahamian law and materially affect stockholder rights (the “Charter Proposal”) (collectively, Proposal No. 2);

 

  3.

Lock-Up Amendment Proposal—To ratify the entry into the OSW Lock-Up Agreement by Haymaker Sponsor and the directors and officers of Haymaker which, among other things, modifies the Haymaker Founder Lock-Up Period (the “Lock-Up Amendment Proposal”) (Proposal No. 3); and

 

  4.

Adjournment Proposal—To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal or the Lock-Up Amendment Proposal (Proposal No. 4).

 

Q:

Are the proposals conditioned on one another?

 

A:

The Business Combination is conditioned on the approval of the Business Combination Proposal and the Lock-Up Amendment Proposal. The Charter Proposal is non-binding and is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then Haymaker will not consummate the Business Combination.

 

Q:

Why is Haymaker proposing the Business Combination?

 

A:

Haymaker is a blank check company incorporated as a Delaware corporation on April 26, 2017 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Haymaker focused its search for a target business in the consumer and consumer-related products and services industries.

Haymaker has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. These criteria and guidelines include, among others:

 

   

having market and/or cost leadership positions in respective consumer or consumer-related products and services niches and the potential to benefit from Haymaker’s extensive networks and insights within the consumer and consumer-related products and services industries;

 

   

providing enduring products, content, or services, with the potential for revenue, market share and/or distribution improvements;

 

   

fundamentally sound companies that are underperforming their potential and offer compelling value;

 

   

offering the opportunity for Haymaker’s management team to partner with established target management teams or business owners to achieve long-term strategic and operational excellence, or, in some cases, where Haymaker’s access to accomplished executives and the skills of the management of identified targets warrants replacing or supplementing existing management;

 

   

exhibiting unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that Haymaker believes has been misevaluated by the marketplace based on its analysis and due diligence review; and

 

   

offering an attractive risk-adjusted return for Haymaker’s stockholders.

Based on its due diligence investigations of OSW Predecessor and the industry in which it operates, including the financial and other information provided by OSW Predecessor in the course of negotiations, Haymaker believes that OSW Predecessor meets the criteria and guidelines listed above. Please see the section entitled “The Business Combination—The Haymaker Board’s Reasons for the Business Combination” for additional information.

 

2


Table of Contents
Q:

Why is Haymaker providing stockholders with the opportunity to vote on the Business Combination?

 

A:

Under its amended and restated certificate of incorporation, Haymaker must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of its initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, Haymaker has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, Haymaker is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination. In addition, as part of the Business Combination, Dory Merger Sub will merge with and into Haymaker, with Haymaker continuing as the surviving company in such merger. Under its amended and restated certificate of incorporation and the DGCL, Haymaker must obtain the affirmative vote of holders of a majority of the outstanding Haymaker Common Shares and Founder Shares entitled to vote on such matter and a majority of the outstanding Founder Shares, voting separately as a single class. Such approvals are also conditions to the closing of the Business Combination under the Transaction Agreement.

 

Q:

What revenues and profits/losses has OSW Predecessor generated in the last two years?

 

A:

For information regarding the profits/losses OSW Predecessor generated in the last two years, please see the sections entitled “Summary—Summary Historical Financial Data of OSW Predecessor,” “Selected Historical Financial Data of OSW Predecessor,” “OSW Predecessor Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Condensed Combined Financial Statements.”

 

Q:

What will happen in the Business Combination?

 

A:

Pursuant to the Transaction Agreement, and upon the terms and subject to the conditions set forth therein, Haymaker and OSW Predecessor will effect a transaction that would replicate the economics of a merger of Haymaker and OSW Predecessor through a series of transactions, as a result of which, OneSpaWorld will be the ultimate parent company of Haymaker and OSW Predecessor, which is collectively referred to as the “Business Combination.” Please see the section entitled “The Business Combination” for additional information.

 

Q:

How has the announcement of the Business Combination affected the trading price of Haymaker’s Class A Shares?

 

A:

On November 1, 2018, the last trading date before the public announcement of the Business Combination, Haymaker’s public units, Class A Shares and Haymaker Public Warrants closed at $10.44, $9.85 and $1.15, respectively. On February 12, 2019, the public units, Class A Shares and Haymaker Public Warrants closed at $10.85, $10.33 and $1.35, respectively.

 

Q:

Following the Business Combination, will Haymaker’s securities continue to trade on a stock exchange?

 

A:

No. Haymaker anticipates that, following consummation of the Business Combination, the Class A Shares, public units and Haymaker Public Warrants will be delisted from NASDAQ and Haymaker will be deregistered under the Exchange Act. However, it is anticipated that the OneSpaWorld Shares and OneSpaWorld Public Warrants will be listed on the NASDAQ under the symbols “OSW” and “OSWW,” respectively, following the consummation of the Business Combination.

 

3


Table of Contents
Q:

Is the Business Combination the first step in a “going private” transaction?

 

A:

No. Haymaker does not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for OSW Predecessor to access the U.S. public markets.

 

Q:

Will the management of OSW Predecessor change in the Business Combination?

 

A:

The current executive officers of OSW Predecessor will serve as OneSpaWorld’s executive officers upon consummation of the Business Combination. The OneSpaWorld Board will initially consist of nine directors, of which two directors are affiliated with Haymaker Sponsor and one will be designated by Steiner Leisure.

Please see the section entitled “Management of OneSpaWorld After the Business Combination” for additional information.

 

Q:

What will Haymaker stockholders receive in the Business Combination?

 

A:

At the consummation of the Business Combination, each Haymaker Common Share will be converted into the right to receive one OneSpaWorld Share.

 

Q:

What will Haymaker warrant holders receive in the Business Combination?

 

A:

At the consummation of the Business Combination, each Haymaker Public Warrant will become exercisable for one OneSpaWorld Share.

At the consummation of the Business Combination, each Founder Warrant held by Haymaker Sponsor will become exercisable for one OneSpaWorld Share (subject to the forfeitures provided in the Transaction Agreement).

 

Q:

What will Haymaker unitholders receive in the Business Combination?

 

A:

Each Haymaker unit will be separated into its components, and the components will be cancelled in exchange for consideration consisting of the right to receive (i) one fully paid and non-assessable OneSpaWorld Share and (ii) one-half of one OneSpaWorld Public Warrant. No fractional warrants will be issued upon the separation of the Haymaker units and only whole warrants will trade.

 

Q:

What will the Sellers receive in the Business Combination?

 

A:

Subject to the terms and conditions of the Transaction Agreement (including certain adjustments pursuant to and in accordance with the terms of the Transaction Agreement and the Ancillary Documents), the consideration to be paid to or held by the Sellers in connection with the Business Combination shall consist of: (i) 14,821,863 OneSpaWorld Shares (valued at $148,218,630 based on a $10.00 share price), (ii) 1,602,440 OneSpaWorld Private Placement Warrants, (iii) $637,096,370 in cash, and (iv) the right to receive up to an additional 5,000,000 OneSpaWorld Shares upon the occurrence of certain events. The cash consideration payable to the Sellers at the closing of the Business Combination will be increased (and the OneSpaWorld Share consideration payable to the Seller will be correspondingly decreased) if the sum of the interest on the amounts in Haymaker’s trust account, as of immediately prior to the closing of the Business Combination (without giving effect to any redemptions), plus $400,000, is greater than the aggregate amount of redemptions of Class A shares in excess of $50,000,000.

 

Q:

What are the Private Placements?

 

A:

In connection with and concurrently with the execution of the Transaction Agreement, OneSpaWorld entered into Subscription Agreements with certain investors pursuant to which, among other things, such

 

4


Table of Contents
  investors agreed to subscribe for and purchase, and OneSpaWorld agreed to issue and sell to such investors, 12,249,637 OneSpaWorld Shares and 3,105,294 OneSpaWorld Private Placement Warrants for gross proceeds of $122,496,370 and OneSpaWorld will grant such Private Placement Investors certain customary registration rights.

Concurrent with the execution of the Transaction Agreement, Steiner Leisure and OneSpaWorld entered into Stock Purchase Agreements with certain purchasers, pursuant to which, among other things, the Secondary Purchasers will purchase an aggregate of 5,607,144 OneSpaWorld Shares from Steiner Leisure for gross proceeds of $56,071,440 on the first business day after the closing of the Business Combination and OneSpaWorld Holdings will grant such Secondary Purchasers certain registration rights that are commensurate with those granted to the Private Placement Investors under the Primary Private Placement.

The OneSpaWorld Shares and OneSpaWorld Private Placement Warrants to be offered and sold in connection with the Private Placements have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S promulgated thereunder without any form of general solicitation or general advertising. The closing of the Private Placements is contingent upon, among other things, the closing of the Business Combination. The proceeds from the Primary Private Placement will be used to fund a portion of the cash payments payable under the Transaction Agreement at the closing of the Business Combination (including those in respect of the cash consideration payable to the Sellers). OneSpaWorld will not receive any of the proceeds from the Secondary Private Placement.

 

Q:

What equity stake will the current stockholders of Haymaker, the Private Placement Investors and the current shareholders of OSW Predecessor hold in OneSpaWorld after the closing of the Business Combination and the Secondary Private Placement?

 

A:

It is anticipated that, upon completion of the Business Combination and the Secondary Private Placement: (i) Haymaker’s public stockholders (i.e., other than the Private Placement Investors) will own approximately 52% of the outstanding OneSpaWorld Shares, or approximately 57% on a fully-diluted basis; (ii) the Private Placement Investors will own approximately 28% of the outstanding OneSpaWorld Shares, or approximately 24% on a fully-diluted basis; (iii) Haymaker Sponsor will own approximately 5% of the outstanding OneSpaWorld Shares, or approximately 7% on a fully-diluted basis; and (iv) Sellers will own approximately 15% of the outstanding OneSpaWorld Shares, or approximately 12% on a fully-diluted basis. These levels of ownership interests assume that no Class A Shares are elected to be redeemed by Haymaker’s public stockholders.

Each of the above calculations exclude 1,600,000 OneSpaWorld Shares issuable to Haymaker Sponsor and 5,000,000 OneSpaWorld Shares issuable to the Sellers, in each case upon the occurrence of certain events. In addition, to the extent that interest on the amounts in Haymaker’s trust account, as of immediately prior to the closing of the Business Combination (without giving effect to any redemptions), plus $400,000, and less the sum of redemptions in excess of $50,000,000, is greater than zero, such amount will increase the cash consideration to the Sellers at the closing of the Business Combination and correspondingly decrease the number of OneSpaWorld Shares issuable to the Sellers. The above calculations do not give effect to this potential adjustment.

If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Haymaker’s existing stockholders in OneSpaWorld will be different. For more information, please see the sections entitled “The Business Combination—Impact of the Business Combination on OneSpaWorld’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

 

5


Table of Contents
Q:

Will there be new financing in connection with the Business Combination and are there any arrangements to help ensure that Haymaker will have sufficient funds to consummate the Business Combination?

 

A:

Yes, OneSpaWorld will obtain new equity financing through a private placement of OneSpaWorld Shares in the Private Placement. The closing of the Private Placements is contingent upon, among other things, the closing of the Business Combination. In connection with the Business Combination, Dory Intermediate will enter into (i) (x) a first lien term loan facility of up to $245,000,000 (including $50,000,000 which may be utilized to partially fund the Business Combination in the event of redemption) that matures in seven years and (y) a first lien revolving loan facility of up to $22,500,000 that matures in five years, and (ii) a second lien term loan facility of up to $25,000,000 that matures in eight years. Loans outstanding under the first lien term loan facility and the first lien revolving loan facility will accrue interest at a rate per annum equal to LIBOR plus a margin ranging from 4.25% to 3.75% depending on the achievement of certain leverage ratios and undrawn amounts under the first lien revolving loan facility accrue a commitment fee at a rate per annum of 0.50% on the average daily undrawn portion of the commitments thereunder, with one step down to 0.325% upon achievement of a certain leverage ratio. Loans outstanding under the second lien term loan facility will accrue interest at a rate per annum equal to LIBOR plus 7.50%. Principal payments on the first lien term loan facility equal to 0.25% of the original principal amount will be due quarterly, and the second lien term loan facility is not subject to amortization. For additional information, please see the section entitled “The Transaction Agreement and Related AgreementsRelated AgreementsDebt Financing.”

The Transaction Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares being less than or equal to $50,000,000, provided, however, that the Seller Representative may waive such condition and elect to receive additional OneSpaWorld Shares with an aggregate value (based on a valuation of $10.00 per share) equal to the amount of redemptions exceeding $50,000,000, and the amount of cash consideration will be correspondingly reduced. The $292,500,000 in commitments that Haymaker received to provide debt financing include up to $50,000,000 to be used for cash consideration to the Sellers if Haymaker stockholders elect to redeem their Class A Shares.

 

Q:

Why is Haymaker proposing the Charter Proposal?

 

A:

As required by applicable SEC rules, Haymaker is requesting that its stockholders vote upon, on a non-binding advisory basis, two proposals to approve certain governance provisions contained in the OneSpaWorld Memorandum and Articles of Association that are not required by Bahamian law and materially affect shareholder rights. Pursuant to SEC guidance, Haymaker is required to submit the Charter Proposal to its stockholders for approval. However, the stockholder vote regarding this proposal is an advisory vote, and is not binding on OneSpaWorld, Haymaker, OSW Predecessor or their respective board of directors. Furthermore, the Business Combination is not conditioned on the approval of the Charter Proposal. For additional information, please see the section entitled “Proposal No. 2—The Charter Proposal.”

 

Q:

Why is Haymaker proposing the Lock-Up Amendment Proposal?

 

A:

Haymaker is proposing the Lock-Up Amendment Proposal to seek ratification of the entry into the OSW Lock-Up Agreement by Haymaker Sponsor and the Haymaker officers and directors. The OSW Lock-Up Agreement will effectively reduce the Haymaker Founder Lock-Up Period to six months, without regard to the sale price of the OneSpaWorld Shares, which differs from the terms of the Haymaker Founder Lock-Up Agreement.

 

Q:

Why is Haymaker proposing the Adjournment Proposal?

 

A:

Haymaker is proposing the Adjournment Proposal to allow the Haymaker Board to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. The

 

6


Table of Contents
  Adjournment Proposal will only be presented to Haymaker stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal or the Lock-Up Amendment Proposal. Please see the section entitled “Proposal No. 4—The Adjournment Proposal” for additional information.

 

Q:

What happens if I sell my Class A Shares before the Special Meeting?

 

A:

The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your Class A Shares after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your Class A Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your Class A Shares prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

 

Q:

What vote is required to approve the proposals presented at the Special Meeting?

 

A:

The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the outstanding Haymaker Common Shares and Founder Shares entitled to vote on such matter and a majority of the outstanding Founder Shares, voting separately as a single class. Accordingly, a Haymaker stockholder’s failure to vote by proxy or to vote in person at the Special Meeting and broker non-votes will not be counted towards the number of Haymaker Common Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote and broker non-votes will be counted as a vote “AGAINST” the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, and will be counted as a vote “AGAINST” the Business Combination Proposal. Haymaker Sponsor and Haymaker’s officers and directors agreed to vote their Founder Shares and any public shares purchased by them during or after the Haymaker IPO in favor of the Business Combination Proposal.

The approval of the Charter Proposal, the Lock-Up Amendment Proposal and the Adjournment Proposal require the affirmative vote of a majority of the votes cast by Haymaker stockholders present in person or represented by proxy at the meeting and entitled to vote on such matters. Accordingly, a Haymaker stockholder’s failure to vote by proxy or to vote in person at the Special Meeting and broker non-votes will not be counted towards the number of Haymaker Common Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote and broker non-votes will have no effect on such proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established, and will have no effect on the Charter Proposal, the Lock-Up Amendment Proposal or the Adjournment Proposal.

 

Q:

What happens if the Business Combination Proposal is not approved?

 

A:

If the Business Combination Proposal is not approved and Haymaker does not consummate a business combination by October 27, 2019, Haymaker will be required to dissolve and liquidate the Trust Account.

 

Q:

How many votes do I have at the Special Meeting?

 

A:

Haymaker stockholders are entitled to one vote on each proposal presented at the Special Meeting for each Class A Share held of record as of February 11, 2019, the record date for the Special Meeting. As of the close of business on the record date, there were 41,250,000 outstanding Haymaker Common Shares.

 

Q:

What constitutes a quorum at the Special Meeting?

 

A:

A majority of the issued and outstanding Haymaker Common Shares entitled to vote as of the record date at the Special Meeting must be present, in person or represented by proxy, at the Special Meeting to constitute

 

7


Table of Contents
  a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. Broker non-votes will not be counted as present for the purpose of determining a quorum. Haymaker Sponsor, which as of the record date owned 20% of the issued and outstanding Haymaker Common Shares, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has the power to adjourn the Special Meeting. As of the record date for the Special Meeting, at least 20,625,001 Haymaker Common Shares would be required to achieve a quorum.

 

Q:

How will Haymaker Sponsor and Haymaker’s directors and officers vote?

 

A:

Prior to the Haymaker IPO, Haymaker entered into agreements with Haymaker Sponsor and Haymaker’s officers and directors, pursuant to which each agreed to vote any Haymaker Common Shares owned by them in favor of the Business Combination Proposal. None of Haymaker Sponsor or the officers and directors of Haymaker has purchased any Haymaker Common Shares during or after the Haymaker IPO and, as of the date of this proxy statement/prospectus, neither Haymaker nor Haymaker Sponsor nor any of Haymaker’s directors or officers entered into agreements and are not currently in negotiations to purchase Haymaker Common Shares prior to the consummation of the Business Combination. As of the record date, Haymaker Sponsor owned 20% of the issued and outstanding Haymaker Common Shares, including all of the Founder Shares, and will be able to vote all of such shares at the Special Meeting.

 

Q:

What interests do Haymaker Sponsor and Haymaker’s officers and directors have in the Business Combination?

 

A:

Haymaker Sponsor and Haymaker’s officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include:

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors agreed not to redeem any Haymaker Common Shares held by them in connection with a stockholder vote to approve a proposed initial business combination;

 

   

the fact that Haymaker Sponsor paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at $30,000,000 (excluding any deferred OneSpaWorld Shares and assuming a value of $10.00 per share) after giving effect to the forfeitures contemplated by the Transaction Agreement and the Sponsor Support Agreement, but, given the restrictions on such shares, Haymaker believes such shares have less value;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Haymaker fails to complete an initial business combination by October 27, 2019;

 

   

the fact that Haymaker Sponsor will forfeit a portion of its OneSpaWorld Private Placement Warrants and will receive deferred OneSpaWorld Shares;

 

   

the fact that the OSW Lock-Up Agreement will be entered into by OneSpaWorld, the directors and officers of OneSpaWorld, Haymaker Sponsor, the directors and officers of Haymaker Sponsor, and Steiner Leisure which, among other things, modifies the Haymaker Founder Lock-Up Period;

 

   

the fact that Haymaker Sponsor paid an aggregate of $8,000,000 for its 8,000,000 Private Placement Warrants to purchase Class A Shares and that such Private Placement Warrants will expire worthless if a business combination is not consummated by October 27, 2019;

 

   

the right of Haymaker Sponsor to hold OneSpaWorld Shares and the OneSpaWorld Shares to be issued to Haymaker Sponsor upon exercise of its OneSpaWorld Private Placement Warrants following the Business Combination, subject to certain lock-up periods;

 

8


Table of Contents
   

the anticipated service of Steven J. Heyer (Haymaker’s Chief Executive Officer and a member of the Haymaker Board) and Andrew R. Heyer (Haymaker’s President and a member of the Haymaker Board) as directors of OneSpaWorld following the Business Combination;

 

   

the continued indemnification of Haymaker’s existing directors and officers and the continuation of Haymaker’s directors’ and officers’ liability insurance after the Business Combination;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors may not participate in the formation of, or become directors or officers of, any other blank check company until Haymaker (i) has entered into a definitive agreement regarding an initial business combination or (ii) fails to complete an initial business combination by October 27, 2019;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors will lose their entire investment in Haymaker and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by October 27, 2019; and

 

   

the fact that if the Trust Account is liquidated, including in the event Haymaker is unable to complete an initial business combination within the required time period, Haymaker Sponsor has agreed to indemnify Haymaker to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Haymaker has entered into an acquisition agreement or claims of any third-party for services rendered or products sold to Haymaker, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

These interests may influence the Haymaker Board in making their recommendation that you vote in favor of the approval of the Business Combination.

 

Q:

Did the Haymaker Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

No. The Haymaker Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. Haymaker’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Haymaker’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Haymaker’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Haymaker Board in valuing OSW Predecessor’s business and assuming the risk that the Haymaker Board may not have properly valued such business.

 

Q:

What happens if I vote against the Business Combination Proposal?

 

A:

If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the affirmative vote of holders of a majority of the outstanding Haymaker Common Shares and Founder Shares entitled to vote on such matter and a majority of the outstanding Founder Shares, voting separately as a single class, then the Business Combination Proposal will be approved and, assuming the satisfaction or waiver of the other conditions to closing, the Business Combination will be consummated in accordance with the terms of the Transaction Agreement.

If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of holders of a majority of the outstanding Haymaker Common Shares and Founder Shares entitled to vote on such matter and a majority of the outstanding Founder Shares, voting separately as a single class, then the Business Combination Proposal will fail and Haymaker will not consummate the Business Combination. If Haymaker does not consummate the Business Combination, it

 

9


Table of Contents

may continue to try to complete a business combination with a different target business until October 27, 2019. If Haymaker fails to complete an initial business combination by October 27, 2019, then it will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to its public stockholders.

 

Q:

Do I have redemption rights?

 

A:

If you are a holder of Haymaker public shares, you may redeem your public shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), by (ii) the total number of then-outstanding public shares; provided that Haymaker will not redeem any Class A Shares issued in the Haymaker IPO to the extent that such redemption would result in Haymaker having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001 upon consummation of the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the Class A Shares included in the units sold in the Haymaker IPO. The per-share amount Haymaker will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect Haymaker’s obligation to pay the deferred underwriting commissions. Holders of outstanding Haymaker Public Warrants do not have redemption rights in connection with the Business Combination. Haymaker Sponsor and Haymaker’s officers and directors agreed to waive their redemption rights with respect to any Haymaker Common Shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $336,670,506 as of December 31, 2018, the estimated per share redemption price would have been approximately $10.17, after paying approximately $1,106,000 in taxes due on the income earned on the amounts held in the Trust Account. Additionally, Class A Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest, which shall be net of taxes payable and less up to $100,000 for dissolution expenses) in connection with the liquidation of the Trust Account, unless Haymaker completes an alternative business combination prior to October 27, 2019.

 

Q:

Can Haymaker Sponsor redeem its Founder Shares in connection with consummation of the Business Combination?

 

A:

No. Haymaker Sponsor and Haymaker’s officers and directors agreed to waive their redemption rights with respect to any Haymaker Common Shares they may hold in connection with the consummation of the Business Combination.

 

Q:

Is there a limit on the total number of Haymaker public shares that may be redeemed?

 

A:

Yes. The amended and restated certificate of incorporation of Haymaker provides that it may not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Business Combination (such that Haymaker is not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Transaction Agreement. Other than this limitation, the amended and restated certificate of incorporation of Haymaker does not provide a specified maximum redemption threshold. The Transaction Agreement provides that, as a condition to each party’s obligation to consummate the Business Combination, Haymaker may not have net tangible assets less than $5,000,001 at the closing date of the transactions contemplated by the Transaction

 

10


Table of Contents
  Agreement. The Transaction Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares being less than or equal to $50,000,000, provided, however, that the Seller Representative may waive such condition and elect to receive additional OneSpaWorld Shares with an aggregate value (based on a valuation of $10.00 per share) equal to the amount of redemptions exceeding $50,000,000, and the amount of cash consideration will be correspondingly reduced. The commitments that Haymaker received to provide debt financing include up to $50,000,000 to be used for cash consideration to the Sellers if Haymaker stockholders elect to redeem their Class A Shares.

The Subscription Agreements and Stock Purchase Agreements (to the extent such Secondary Purchaser has not previously waived such condition in the Subscription Agreement) provide that the closings of the Primary Private Placement and the Secondary Private Placement, respectively, are conditioned on redemptions of Class A Shares not exceeding $165,000,000. The Transaction Agreement further provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares not exceeding $50,000,000, provided, however, that Steiner Leisure may waive such condition and elect to receive additional OneSpaWorld Shares (and reduce the amount of cash consideration) in the amount of redemptions exceeding $50,000,000 (and in the case of redemptions exceeding $165,000,000, the amount of any shortfall in the Primary Private Placement resulting from such excess redemptions).

 

Q:

Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether you vote your Class A Shares for or against, or whether you abstain from voting on, the Business Combination Proposal, the Charter Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Transaction Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of NASDAQ.

 

Q:

Are there other issues, such as a limit on the number of shares I may redeem, that I should consider?

 

A:

Yes. A public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in the Haymaker IPO. Accordingly, all shares in excess of 20% owned by a holder will not be redeemed for cash. On the other hand, a public stockholder who holds less than 20% of the public shares may redeem all of the public shares held by such stockholder for cash.

In no event is your ability to vote all of your shares (including those shares held by you in excess of 20% of the shares sold in the Haymaker IPO) for or against the Business Combination restricted.

Haymaker has no specified maximum redemption threshold under its amended and restated certificate of incorporation, other than the aforementioned 20% threshold. Each redemption of Class A Shares by Haymaker public stockholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $336,670,506 as of December 31, 2018. The Transaction Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares being less than or equal to $50,000,000, provided, however, that the Seller Representative may waive such condition and elect to receive additional OneSpaWorld Shares with an aggregate value (based on a valuation of $10.00 per share) equal to the amount of redemptions exceeding $50,000,000, and the amount of cash consideration will be correspondingly reduced. The commitments that Haymaker received to provide debt financing include up to $50,000,000 to be used for cash consideration to the Sellers if Haymaker stockholders elect to redeem their Class A Shares.

 

11


Table of Contents

The Subscription Agreements and Stock Purchase Agreements (to the extent such Secondary Purchaser has not previously waived such condition in the Subscription Agreement) provide that the closings of the Primary Private Placement and the Secondary Private Placement, respectively, are conditioned on redemptions of Class A Shares not exceeding $165,000,000. The Transaction Agreement further provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares not exceeding $50,000,000, provided, however, that Steiner Leisure may waive such condition and elect to receive additional OneSpaWorld Shares (and reduce the amount of cash consideration) in the amount of redemptions exceeding $50,000,000 (and in the case of redemptions exceeding $165,000,000, the amount of any shortfall in the Primary Private Placement resulting from such excess redemptions).

The conditions to closing in the Transaction Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by Haymaker’s public stockholders, this condition is not met or is not waived, then each of Haymaker and Sellers may elect not to consummate the Business Combination. In addition, in no event will Haymaker redeem its Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Business Combination, as provided in Haymaker’s amended and restated certificate of incorporation and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Transaction Agreement.

 

Q:

How do I exercise my redemption rights?

 

A:

In order to exercise your redemption rights, you must, prior to 5:00 PM, Eastern Time, on March 4, 2019 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that Haymaker redeem your public shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

Please also affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to the Class A Shares. Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the Class A Shares included in the units sold in the Haymaker IPO, which is referred to herein as the “20% threshold.” Accordingly, all public shares in excess of the 20% threshold beneficially owned by a Haymaker public stockholder or group will not be redeemed for cash.

Haymaker stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Haymaker’s understanding that Haymaker stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Haymaker does not have any control over this process and it may take longer than two weeks. Haymaker stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Haymaker stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, which is two business days prior to the vote on the

 

12


Table of Contents

proposal to approve the Business Combination at the Special Meeting, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Business Combination is approved.

Any demand for redemption, once made, may be withdrawn at any time until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Haymaker’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Haymaker’s transfer agent return the shares (physically or electronically). You may make such request by contacting Haymaker’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

If you hold public units registered in your own name, you must deliver the certificate for such public units to Continental Stock Transfer & Trust Company, the Transfer Agent, with written instructions to separate such public units into Class A Shares and Haymaker Public Warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the public units.

If a broker, dealer, commercial bank, trust company or other nominee holds your public units, you must instruct such nominee to separate your public units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, the Transfer Agent. Such written instructions must include the number of public units to be split and the nominee holding such public units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Class A Shares and Haymaker Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the public units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not stockholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

The receipt of cash by a U.S. holder of Class A Shares in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. Please see the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

 

Q:

What are the U.S. federal income tax consequences as a result of the Business Combination?

 

A:

It is possible that the Business Combination will be a tax-deferred transaction to a U.S. holder of Class A Shares that does not exercise its redemption rights. However, this is dependent upon certain requirements being met, including Haymaker receiving ownership statements from a sufficient number of holders of Haymaker Common Shares at the closing of the Business Combination to establish that OneSpaWorld Shares representing 50% or less of the total voting power and total value of the stock of OneSpaWorld is received in the Business Combination by Haymaker stockholders who are U.S. persons. In addition, although the matter is not free from doubt, a U.S. holder may recognize gain with respect to its Haymaker

 

13


Table of Contents
  Public Warrants as a result of the Business Combination. Holders of Class A Shares and Haymaker Public Warrants should read carefully the information included under the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations” of this document for a more detailed discussion of material U.S. federal tax consequences of the Business Combination. Holders of Class A Shares and Haymaker Public Warrants are urged to should consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

 

Q:

If I am a Haymaker warrant holder, can I exercise redemption rights with respect to my Haymaker Public Warrants?

 

A:

No. The holders of Haymaker Public Warrants have no redemption rights with respect to such warrants.

 

Q:

Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?

 

A:

Haymaker’s stockholders do not have appraisal rights in connection with the Haymaker Merger under Delaware law.

 

Q:

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

 

A:

If the Business Combination is consummated, the funds held in the Trust Account (together with the proceeds from the Private Placement) will be used to: (i) pay the cash consideration payable to the Sellers outstanding upon the closing of the Business Combination; (ii) pay Haymaker public stockholders who properly exercise their redemption rights; (iii) pay $12,150,000 in deferred underwriting commissions to the underwriters of the Haymaker IPO, in connection with the Business Combination; and (iv) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by Haymaker and other parties to the Transaction Agreement in connection with the transactions contemplated by the Transaction Agreement, including the Business Combination, and pursuant to the terms of the Transaction Agreement.

To the extent that interest on the amounts in Haymaker’s trust account, as of immediately prior to the closing of the Business Combination (without giving effect to any redemptions), plus $400,000, and less the sum of redemptions in excess of $50,000,000, is greater than zero, such amount will increase the cash consideration to the Sellers at the closing of the Business Combination and correspondingly decrease the OneSpaWorld Shares to the Sellers. To the extent that certain Haymaker transaction expenses are less than $35,000,000, certain of the deferred OneSpaWorld Shares may instead be issued at the closing of the Business Combination.

 

Q:

What conditions must be satisfied to complete the Business Combination?

 

A:

There are a number of closing conditions in the Transaction Agreement, including the approval by Haymaker stockholders of the Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Transaction Agreement and Related Agreements.”

 

Q:

What happens if the Business Combination is not consummated?

 

A:

There are certain circumstances under which the Transaction Agreement may be terminated. Please see the section entitled “The Transaction Agreement and Related Agreements” for information regarding the parties’ specific termination rights.

If Haymaker does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until October 27, 2019. If Haymaker fails to complete an initial

 

14


Table of Contents

business combination by October 27, 2019, then Haymaker will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem Haymaker public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish Haymaker public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Haymaker’s remaining stockholders and the Haymaker Board, dissolve and liquidate, subject in each case to Haymaker’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Haymaker IPO. Please see the section entitled “Risk Factors—Risks Related to Haymaker” for additional information.

Holders of Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, there will be no redemption rights or liquidating distributions with respect to the Haymaker Public Warrants and Founder Warrants, which will expire worthless if Haymaker fails to complete an initial business combination by October 27, 2019.

 

Q:

When is the Business Combination expected to be completed?

 

A:

The closing of the Business Combination is expected to take place on or prior to the third business day following the satisfaction or waiver of the conditions described below in the subsection entitled “The Transaction Agreement and Related Agreements—Conditions to Closing of the Business Combination.” The closing is expected to occur in the first quarter of 2019. The Transaction Agreement may be terminated by Haymaker or OSW Predecessor if the closing of the Business Combination has not occurred by April 30, 2019 (the “Termination Date”) (unless mutually extended), provided that if the registration statement (of which this proxy statement/prospectus forms a part) has been declared effective by the SEC by April 30, 2019, the Termination Date will be extended to May 30, 2019.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Transaction Agreement and Related Agreements—Conditions to Closing of the Business Combination.”

 

Q:

What do I need to do now?

 

A:

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q:

How do I vote?

 

A:

If you were a holder of record of Haymaker Common Shares on February 11, 2019 the record date for the Special Meeting, you may vote with respect to the proposals in person at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting in Person at the Meeting. If you attend the Special Meeting and plan to vote in person, you will be provided with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other

 

15


Table of Contents

nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you will need to bring to the Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. Valid, government-issued photographic identification is required to enter the meeting. For additional information, please see the section entitled “Special Meeting of Haymaker Stockholders” of this proxy statement/prospectus.

 

Q:

What will happen if I abstain from voting or fail to vote at the Special Meeting?

 

A:

At the Special Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will be counted as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will (i) be counted as a vote “AGAINST” the Business Combination Proposal and (ii) have no effect on the Charter Proposal, the Lock-Up Amendment Proposal and the Adjournment Proposal. Broker non-votes are not considered present for the purposes of establishing a quorum and will (i) be counted as a vote “AGAINST” the Business Combination Proposal, but (ii) have no effect on the Charter Proposal, the Lock-Up Amendment Proposal and the Adjournment Proposal.

 

Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A:

Signed and dated proxies received by Haymaker without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

 

Q:

If I am going to attend the Special Meeting in person, should I return my proxy card instead?

 

A:

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Haymaker believes that all of the proposals presented to the stockholders at this Special Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

 

Q:

May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to Haymaker’s Secretary at the address listed below so that it is received by Haymaker’s Secretary prior to the Special Meeting or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Haymaker’s Secretary, which must be received by Haymaker’s Secretary prior to the Special Meeting.

 

16


Table of Contents
Q:

What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

Q:

Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

 

A:

Haymaker will pay the cost of soliciting proxies for the Special Meeting. Haymaker has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. Haymaker has agreed to pay Morrow Sodali LLC a fee of $30,000, plus disbursements, and will reimburse Morrow Sodali LLC for its reasonable out-of-pocket expenses and indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. Haymaker will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Haymaker Common Shares for their expenses in forwarding soliciting materials to beneficial owners of Haymaker Common Shares and in obtaining voting instructions from those beneficial owners. The directors, officers and employees of Haymaker may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:

Who can help answer my questions?

 

A:

If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

Haymaker Acquisition Corp.

650 Fifth Avenue, Floor 10

New York, New York 10019

(212) 616-9600

Attention: Christopher Bradley

Email: CBradley@mistralequity.com

You may also contact the proxy solicitor for Haymaker at:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Banks and Brokers Call: (203) 658-9400

All Others Call Toll Free: (800) 662-5200

Email: HYAC.info@morrowsodali.com

To obtain timely delivery, Haymaker stockholders must request the materials no later than February 27, 2019, or five business days prior to the Special Meeting.

You may also obtain additional information about Haymaker from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

 

17


Table of Contents

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your public shares (either physically or electronically) to the Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your public shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

 

18


Table of Contents

SUMMARY

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the Annexes and the financial statements of OneSpaWorld, Haymaker and OSW Predecessor to fully understand the proposed Business Combination (as described below) before voting on the proposals to be considered at the Special Meeting (as described below). Please see the section entitled “Where You Can Find More Information” of this proxy statement/prospectus.

Company Overview

OneSpaWorld is the pre-eminent global operator of health and wellness centers onboard cruise ships and a leading operator of health and wellness centers at destination resorts worldwide. OneSpaWorld’s highly-trained and experienced staff offer guests a comprehensive suite of premium health, fitness, beauty and wellness services and products onboard 161 cruise ships and at 67 destination resorts globally. With over 80% market share in the highly attractive outsourced maritime health and wellness market, OneSpaWorld is the unquestioned market leader at approximately 10x the size of its closest maritime competitor. Over the last 50 years, OneSpaWorld has built its leading market position on its depth of staff expertise; broad and innovative service and product offerings; expansive global recruitment, training and logistics platform; and decades-long relationships with cruise and destination resort partners. Throughout its history, OneSpaWorld’s mission has been simple—helping guests look and feel their best during and after their stay.

At its core, OneSpaWorld is a global services company. OneSpaWorld serves a critical role for its cruise line and destination resort partners, operating a highly complex and increasingly important aspect of their overall guest experience. Decades of investment and know-how have allowed OneSpaWorld to construct an unmatched global infrastructure to manage the complexity of its operations, which in 2017 included nearly 8,000 annual voyages with visits to over 1,100 ports of call around the world. OneSpaWorld has consistently expanded its onboard offering with innovative, leading-edge service and product introductions, and developed a powerful back-end recruiting, training and logistics platform to manage its operational complexity, maintain its industry-leading quality standards and maximize revenue per center. The combination of its renowned recruiting and training platform, deep labor pool, global logistics and supply chain infrastructure and proven revenue management capabilities represents a significant competitive advantage that OneSpaWorld believes is not economically feasible to replicate.

 

LOGO



 

19


Table of Contents

The majority of OneSpaWorld’s revenues and profits are earned through long-term revenue sharing agreements with cruise line partners that economically align both parties and contribute to OneSpaWorld’s attractive asset-light financial profile. These agreements average approximately five years in length and provide OneSpaWorld with the exclusive right to offer health, fitness, beauty and wellness services and the ability to sell complementary products onboard the ships it serves. Under these long-term agreements, cruise line partners retain a specified percentage of revenues from all OneSpaWorld sales onboard. This inherent alignment encourages collaboration in all aspects of OneSpaWorld’s operations, including facility design, product innovation, pre- and post-cruise sales opportunities, capacity utilization initiatives and other data-driven strategies to drive increased guest traffic and revenue growth. Most of OneSpaWorld’s cruise line agreements encompass 100% of partner cruise lines’ existing fleet and all new ships introduced by the cruise line during the term of the agreement. As opposed to fixed-rent landlords, cruise lines and destination resorts serve as OneSpaWorld’s aligned economic partners.

OneSpaWorld is recognized by its cruise line and destination resort partners and their guests for its comprehensive suite of services and products. OneSpaWorld curates and delivers an exhaustive range of offerings centered on providing specific health and wellness solutions to meet its guests’ lifestyle routines or objectives. These services include: (i) traditional body, salon, and skin care services and products; (ii) specialized fitness classes and personal fitness training; (iii) innovative pain management, detoxifying programs and comprehensive body composition analyses; (iv) weight management programs and products; and (v) advanced medi-spa services. OneSpaWorld also offers its guests access to leading beauty and wellness brands including ELEMIS, Kérastase and Dysport, with many brands offered exclusively by OneSpaWorld at sea. On average, guests spend $230 per visit and OneSpaWorld’s solution sales approach drives substantial retail sales, with approximately 25% of its revenues derived from the sale of retail products.

LOGO

OneSpaWorld’s state-of-the-art health and wellness centers are designed and branded for each cruise line and destination resort to optimize the guest experience, align with the overall hospitality atmosphere and



 

20


Table of Contents

maximize productivity. Centers can employ up to 45 highly trained professionals and range in size from 200 to over 30,000 square feet, depending on the cruise or resort partner’s needs.

OneSpaWorld’s cruise line relationships average over 20 years and encompass substantially all of the major global cruise lines, including Carnival Cruise Line, Royal Caribbean, Princess Cruises, Norwegian Cruise Lines, Celebrity Cruises, Costa and Holland America, among many others. These partnerships extend across contemporary, premium, luxury and budget cruise lines that operate ships globally. OneSpaWorld maintains an exceptional contract renewal rate with its cruise line partners, having renewed approximately 95% of its contracts based on ship count over the last 15 years, including 100% of its contracts with ships larger than 3,500 berths. OneSpaWorld has not only maintained relationships with existing cruise line partners, but has a history of winning contracts and gaining market share. In 2018, OneSpaWorld signed an agreement with Celebrity Cruises as the exclusive operator of health and wellness centers onboard its highly anticipated Edge Class of mega ships, including the Celebrity Edge, which launched in November 2018, and three additional mega ships scheduled to launch in 2020, 2021 and 2022. On land, OneSpaWorld has longstanding relationships with the world’s leading destination hotel and resort operators, including Marriott, Starwood, Hilton, ClubMed, Caesars Entertainment, Lotte, Loews and Four Seasons, among others.

LOGO



 

21


Table of Contents

As a Bahamian international business company that earns a substantial portion of its revenue in low- or no-tax jurisdictions, OneSpaWorld has benefited from a highly attractive effective cash tax rate. Additionally, OneSpaWorld has minimal capital expenditures as third parties typically fund the build-out, maintenance, and refurbishment of OneSpaWorld’s onboard health and wellness centers. The combination of OneSpaWorld’s attractive tax rate and asset-light operating model leads to a financial profile that delivers exceptional Unlevered After-Tax Free Cash Flow. Annually, from 2015 through 2017, OneSpaWorld converted approximately 90% of its Adjusted EBITDA to Unlevered After-Tax Free Cash Flow.

OneSpaWorld has driven strong financial results and believes its leading market position in a growing industry, differentiated business model and entrenched partner relationships position its business for continued growth. For the twelve months ended September 30, 2018, OneSpaWorld achieved revenues of $534 million, Adjusted EBITDA of $56 million, Net Income of $18 million and Unlevered After-Tax Free Cash Flow of $50 million. For a reconciliation of non-GAAP financial measures to GAAP measures see “Summary of Historical Financial Data of OSW Predecessor.”

Attractive Market Opportunity

OneSpaWorld operates at the intersection of the highly attractive health and wellness and travel leisure industries. OneSpaWorld is well-positioned to continue growing through the cruise industry’s reliable new cruise ship and passenger growth, consumers’ desire for travel and experiences and the increasing focus on health and wellness in consumers’ every day lives.



 

22


Table of Contents

Highly Dependable Cruise Industry Growth

The cruise industry has been among the fastest-growing segments in the travel leisure industry with passenger growth for more than 20 consecutive years, including through the recessions of 2001 and 2008. OneSpaWorld estimates, based on annual statistics published by Cruise Lines International Association (“CLIA”), that global passenger counts have grown every year from approximately 6.3 million passengers in 1995 and are expecting to reach 28.0 million in 2018, representing a compound annual growth rate of 6.7%. CLIA estimates an all-time high of 28.0 million passengers will cruise in 2018. This dependable passenger growth has been driven by consistent, significant investments in new cruise ship capacity, strong loyalty among experienced cruisers and the large and growing appeal of cruising to all demographics, including millennials. In 2019, millennials are projected to represent the largest segment of the U.S. population, and according to CLIA’s 2018 cruise travel report, they are also most likely to book a cruise for their next vacation.

 

LOGO

Cruising remains underpenetrated globally and is poised for continued growth. Based on research from CLIA, in 2016, cruise passengers in the United States represented 3.6% of the population, which was second to Australia with a penetration rate of 5.4%. According to 2017 data, these penetration rates compare favorably against alternative vacations and leisure activities, including visits to the Disneyland theme park at 5.6% of the U.S. population, visits to U.S. snowsports facilities at 16.8% of the U.S. population, and visits to Australian snowsports facilities at 8.7% of the Australian population. China remains incredibly underpenetrated with a cruising penetration rate of just 0.2% of the population in 2017, representing a significant opportunity.

Today, the “Fourth Wave” of cruise industry expansion is in its early phases in Asia, as cruise operators and the Chinese government invest heavily in Asian cruise port infrastructure. The global cruise market has witnessed three distinct periods, or “waves,” of geographic expansion over the last 40 years as the industry grew its presence into new regions of the world. The first wave comprised the period during the early 1980’s that saw the emergence of the North American and Caribbean cruise market. The second wave occurred in the late 1990’s and early 2000’s as the European market evolved to reflect the itinerary diversity seen in North America, and the third wave was driven by industry expansion to the rest of the world, excluding Asia, in the latter half of the



 

23


Table of Contents

2000’s. Each of these waves saw investment by cruise lines in new ship capacity to service the regions, as well as significant investment by cruise operators and local governments in cruise port infrastructure to enable increased itinerary diversity and enhance the attractiveness of cruise travel throughout the region. In 2015, Carnival Corporation and the Chinese State Shipbuilding Corporation established a joint venture for a shipbuilding consortium at a Shanghai shipyard, which will build mega class cruise ships for the Chinese market. Cruise Industry News reports that Asian cruise capacity grew at a CAGR of 18.3% from 2011 to 2015 and is projected to grow at a 15.2% CAGR from 2015 to 2022. Cruise Industry News projects passenger counts in the Asian market will reach European volumes within the next 5 to 10 years and some cruise operators predict during that time that Asian passenger counts may even surpass North American volumes, which are the largest in the world.

Consumers Increasingly Spending on Experiences and Travel

Global consumers are increasingly prioritizing experiences over products, creating a significant tailwind for leisure and travel. According to Coresight Research, since 2002, the split of U.S. discretionary spending has shifted from 50% services and 50% products to 55% services and 45% products in 2017. This change implies an incremental $139 billion in spending on services or related experiences, such as travel, in the United States alone. Globally, according to the World Bank, the number of international travel departures around the world has roughly doubled over the past two decades from more than 600 million in 1996 to 1.3 billion in 2015. The outlook remains positive, as the Deloitte 2018 Travel and Hospitality Industry Overview projects that the global hotel industry will sustain strong 5%-6% growth to achieve a record $170 billion in gross booking in 2018. OneSpaWorld is poised to benefit from global consumers’ shift toward experiences and travel with a global network of health and wellness centers onboard cruise ships and at premier destination resorts around the world.

Large and Growing Health and Wellness Industry

OneSpaWorld’s health and wellness centers cater to guests seeking a continuation of their wellness activities while traveling and those who want to trial services while away from home. According to The Global Wellness Institute (“GWI”), the global wellness economy is growing at nearly twice the rate of the broader economy, achieving a total value of $4.2 trillion in 2017. As consumers increasingly incorporate health and wellness activities into their daily lives, they are placing a higher priority on health and wellness services while traveling. GWI estimates that wellness-related tourism grew at twice the rate of general tourism from 2015 to 2017 and projects it to grow at a 7.5% compound annual growth rate from $639 billion in 2017 to $919 billion in 2022.

The Evolution of OneSpaWorld

OneSpaWorld’s history dates back to the early 1960’s, when it opened the world’s first salons at sea onboard transatlantic cruise ships including the Queen Mary and Queen Elizabeth II. Over more than 50 years, OneSpaWorld has continuously defined and redefined the onboard health and wellness category by consistently expanding its onboard offering with innovative and leading-edge service and product introductions, while developing the powerful back-end recruiting, training and logistics platforms to manage and optimize the complexity of its operations and maintain its industry-leading quality standards. OneSpaWorld has successfully evolved the onboard health and wellness category from what was once a consumer-centric amenity for passengers to a key onboard revenue driver for cruise line partners.

In 2015, a consortium led by L Catterton acquired Steiner Leisure, the holding company of OneSpaWorld (the “2015 Transaction”). Since then, OneSpaWorld has strengthened its already proven platform by leveraging L Catterton’s expertise in multi-unit retail and customer acquisition. At sea, OneSpaWorld has enhanced



 

24


Table of Contents

collaboration with its cruise line partners to reinforce its market leading position and introduced innovative revenue initiatives to accelerate its onboard revenue growth. Key recent initiatives include:

 

   

Enhancing and expanding collaboration with cruise line and resort partners;

 

   

Creating pre-marketing, pre-booking and pre-payment platforms with optimal positioning on cruise line websites;

 

   

Employing data-driven, dynamic pricing of services to optimize facility utilization and revenue generation;

 

   

Incorporating advanced direct marketing programs, including personalized communications and value promotions, to drive traffic;

 

   

Shifting revenue mix towards higher value-add services through new service introductions and higher-ticket products coupled with enhanced consultative sales training techniques;

 

   

Expanding medi-spa services to the majority of ships within the OneSpaWorld fleet;

 

   

Collaborating with global brands to leverage OneSpaWorld’s powerful retail channel and captive audience of over 20 million consumers with above average household income;

 

   

Increasing frequency of budgeting and KPI reviews with cruise partners;

 

   

Improving staff productivity through enhanced incentive and retention measures; and

 

   

Leveraging the strength of OneSpaWorld’s global marketing, recruiting, training, logistics and facility design platforms across its destination resort partnerships.

Today, OneSpaWorld’s comprehensive suite of premium health, fitness, beauty and wellness services and products reaches more consumers than ever before, with 161 centers onboard cruise ships addressing a captive audience of over 20 million passengers annually and 67 destination resort centers serving global travelers at premier destination resorts around the world.

OneSpaWorld’s Strengths

Global Leader in the Hospitality-Based Health & Wellness Industry

As the pre-eminent global operator of health and wellness centers onboard cruise ships and a leading operator of health and wellness centers at destination resorts worldwide, OneSpaWorld is at the center of the intersection between the health and wellness and travel leisure industries. Global wellness tourism is a $639 billion industry, according to the GWI, and is projected to grow at a compound annual growth rate of 7.5% through 2022. OneSpaWorld commands over 80% market share in the highly attractive outsourced maritime health and wellness market and is nearly 10x the size of its closest competitor. Through its market share, OneSpaWorld has access to a captive audience of over 20 million passengers. Cruise ship guests are an attractive demographic with average annual household incomes of over $100,000. Based on an independent study conducted by a global strategy consulting firm, approximately 45% of cruise guests are interested in or have participated in wellness activities during their cruise while OneSpaWorld’s revenues have been historically driven by approximately 10% of cruise ship passengers. As a result of OneSpaWorld’s scale, its captive audience and consumers’ increasing desire for more health and wellness services, OneSpaWorld is well positioned in the growing global health and wellness industry and has a large addressable market at sea and on land.

Differentiated Business Model That Would be Difficult and Non-Economical to Replicate

For more than 50 years, OneSpaWorld’s business model has been built through investment in global infrastructure and training, decades-long relationships with its cruise line and destination resort partners and



 

25


Table of Contents

reputation for offering guests a best-in-class wellness experience. The robust infrastructure and processes required to operate and maximize revenue across its network of global health and wellness centers separates OneSpaWorld from its peers. OneSpaWorld embarked on almost 8,000 voyages that welcomed over 20 million passengers at more than 161 ports of embarkation in 2017. OneSpaWorld’s business model is centered on providing its partners with the following solutions:

 

   

Global Recruiting, Training and Logistics—OneSpaWorld recruits, trains and manages over 3,000 professionals annually around the world, representing 86 nationalities and 27 spoken languages. With nine global training facilities, OneSpaWorld can accommodate each cruise line’s needs for specific onboard staff with complex language, cultural and service modality requirements and is the only company with the infrastructure to commission highly-trained staff at over 1,100 ports of call worldwide at a moment’s notice.

 

   

Supply Chain and Logistics—OneSpaWorld manages the complex distribution of all products and supplies to its “floating centers”, leveraging proprietary data to accurately forecast and stock each center. Products can only be loaded at designated ports around the world during a limited window of time while the ship is in port, adding to the complexity of the process.

 

   

Yield and Revenue Management—OneSpaWorld has developed proprietary technology, processes and staff training tools to consistently measure, analyze and maximize onboard revenue.

 

   

Exclusive Relationships with Global Brands—Due to its scale, superior operations, industry longevity and attractive captive audience, OneSpaWorld currently has over 600 product SKUs offered through the OneSpaWorld platform at sea, including ELEMIS, Kérastase, Thermage®, GoodFeet Arch Supports and GoSmile Teeth Whitening.

 

   

Facility Design and Branding Expertise—OneSpaWorld designs its state-of-the-art health and wellness centers specifically for each cruise line and destination resort partner by creating bespoke branding and concepts to optimize guest experiences and maximize productivity.

The above capabilities have contributed to building a differentiated and defensible strategy around OneSpaWorld’s leading market position in a growing and attractive industry.

Unmatched Breadth of Service and Product Offering

OneSpaWorld offers its guests a comprehensive suite of health and wellness services and products to meet any and all of their needs. OneSpaWorld is continuously innovating and evolving its offering based on the latest trends and tailors its service and product offering to regional preferences. In addition to wellness and beauty services, OneSpaWorld offers the latest in fitness, a full range of massage treatments, nutrition/weight management consultations, teeth whitening, acupuncture and wellness services. OneSpaWorld has also introduced innovative, higher-ticket medi-spa services including BOTOX® Cosmetics, Dysport, Restylane, CoolSculpting, Thermage® and dermal fillers, among others. With its captive audience of over 20 million cruise guests annually, OneSpaWorld is a compelling distribution channel for leading wellness and beauty brands. Renowned brands including ELEMIS and Kérastase have partnered with OneSpaWorld for exclusive distribution at sea. Cruise and resort partners depend on OneSpaWorld to provide their guests with the best and broadest assortment of services and products to enhance their vacation experience.

Entrenched Partnerships with Economic Alignment

OneSpaWorld has cultivated partnerships with the largest and most reputable cruise lines and premier resorts in the world. OneSpaWorld’s cruise line relationships average over 20 years and encompass substantially all of the major global cruise lines, including Carnival Cruise Line, Royal Caribbean, Princess Cruises,



 

26


Table of Contents

Norwegian Cruise Lines, Celebrity Cruises, Costa and Holland America, among many others. The majority of OneSpaWorld’s revenues and profits are earned through its long-term revenue sharing agreements with its cruise line partners that economically align both parties and create a collaborative relationship. On land, OneSpaWorld partners with market-leaders at highly-attractive destinations including Atlantis Paradise Island Bahamas, The Ocean Club, a Four Seasons Resort, Hilton Hawaiian Village Beach Resort and Spa and the Mohegan Sun Resort. OneSpaWorld’s long-standing relationships, with economic alignment at the core, strengthens its competitive advantage.

Highly Visible and Predictable Revenue Streams

OneSpaWorld consistently has access to over 20 million passengers annually with passenger growth expected to continue as new ships are commissioned in the industry. This new ship growth is highly visible as demonstrated in a publicly available global order book outlining over five years of new ship orders. Across its contracts, OneSpaWorld typically operates on all ships in a fleet and on new ships added during the contract term, securing both existing and new ship revenue. A new ship requires approximately two to four years to be built and is rarely delayed as cruise lines typically sell out the vessel’s maiden voyage over a year in advance. New ships do not have a ramp-up period given these advanced marketing efforts. Cruise line partners are experts at dependably filling their ships with passengers, as demonstrated by the industry average occupancy rate of above 100%, even through recessionary periods. Due to consistent industry practices and decades of proprietary operating history data, OneSpaWorld has strong visibility into its future revenue realization for the next three to five years.

Asset-Light Model with Tremendous After- Tax Free Cash Flow Generation

Third parties typically fund the build-out, maintenance, and refurbishment of OneSpaWorld’s onboard health and wellness centers, resulting in an asset-light profile with minimal capex required. OneSpaWorld’s capital expenditures have averaged 1% of revenues over the last three years. Being a Bahamian international business company and earning a significant portion of its revenue in low-tax or no-tax jurisdictions, OneSpaWorld’s effective cash tax rate has been approximately 2% over the last three years. This combination translates to exceptional after-tax free cash flow. Annually, from 2015 through 2017, OneSpaWorld converted approximately 90% of its Adjusted EBITDA to Unlevered After-Tax Free Cash Flow. As a result, OneSpaWorld will have ample free cash flow to fund growth, repay debt and return capital to shareholders.

Seasoned and Proven Management Team

The combined company will be led by OneSpaWorld’s current management team, which operated Steiner for nearly 20 years. OneSpaWorld’s Executive Chairman, Leonard Fluxman, and CFO and COO, Stephen Lazarus, together led Steiner Leisure as a public company for more than a decade. Mr. Fluxman, Mr. Lazarus and OneSpaWorld’s Chief Executive Officer, Glenn Fusfield, now lead an internally-developed senior management team with over 150 years of combined industry experience. OneSpaWorld will also benefit from Haymaker’s investing and operational experience at Fortune 500 companies, particularly in the consumer and hospitality sectors. The OneSpaWorld management team’s deep experience and proven track record in managing the business in both public and private markets positions the business combination as an attractive vehicle for future long-term growth within the global hospitality-based health and wellness industry.

Growth Strategies

OneSpaWorld management plans to continue growing the business through the following strategies:

Capture Highly Visible New Ship Growth with Current Cruise Line Partners

OneSpaWorld will continue benefiting from the cruise industry’s capacity growth with a consistent and visible pipeline of new ships commissioned annually by its cruise line partners. From 2019 to 2023,



 

27


Table of Contents

OneSpaWorld’s existing cruise line partners are expected to build 35 new ships, representing over 119,000 new berths, which is an approximate 25% increase in OneSpaWorld’s estimated year end 2018 berth count. Approximately 85% of OneSpaWorld’s 2020 projected revenues at sea are expected to be generated from its existing fleet and new ships being launched by cruise lines already under contract with OneSpaWorld. As its existing cruise line partners expand into the Asian region over the longer-term, OneSpaWorld will be well positioned to grow revenue alongside its cruise line partners as OneSpaWorld has over 70% market share in the region today. Through established cruise line partner relationships, current contracts and an approximately 95% contract renewal rate over the last 15 years, OneSpaWorld is well positioned to capture new ship growth over the long term.

Expand Market Share By Adding New Potential Cruise Line Partners

Although OneSpaWorld has over 80% market share in the outsourced maritime health and wellness market, there is an opportunity to continue to grow market share by winning new contracts. Recently, OneSpaWorld won a contract with Celebrity Cruise Lines to design and operate the health and wellness centers onboard their four new mega ships to be commissioned between 2018 and 2022. OneSpaWorld also routinely meets with cruise lines that do not currently outsource their health and wellness centers or utilize OneSpaWorld’s smaller competitors but that may have an interest in contracting with OneSpaWorld in the future due to its strong reputation and historical results. As evidenced by its successful history of winning new contracts, OneSpaWorld is focused on continuing to grow market share at sea over time.

Continue Launching More Value-Added Services and Products

OneSpaWorld has successfully innovated services and products to meet guests’ ever-changing needs, attract more guests and generate more revenue per guest. Medi-spa has been a highly successful innovation for OneSpaWorld at sea and is now a critical component of its offering. Performed by licensed physicians, the medi-spa offering provides the latest cosmetic medical services to guests such as non-surgical cosmetic procedures, including BOTOX® Cosmetic, Dysport, Restylane, CoolSculpting, Thermage® and dermal fillers. Guests purchasing medi-spa services spend on average up to 10x more than on traditional services. OneSpaWorld also initiated a trial of Kérastase, a leading global professional hair care brand, in 2017 and experienced a 30% increase in total guest spend and improved retail attachment by more than 25% during the trial period. OneSpaWorld will continue to focus on launching higher value-add products and services that meet guest demands and drive traffic through its highly productive centers.

Focus on Enhancing Health and Wellness Center Productivity

Cruise lines have become increasingly focused on growing onboard revenue as a way to enhance revenue beyond traditional cabin ticket sales. Between 2011 and 2017, onboard spend as a percentage of total cruise line revenue has increased over 480 basis points to nearly 30%, translating to $2 billion of incremental onboard spend. OneSpaWorld provides services to approximately 10% of cruise passengers on any one journey, while 45% of passengers say they are interested in using the centers onboard, per an independent global consulting study. OneSpaWorld is focused on collaborating with cruise line partners to increase passenger penetration and maximize revenue yield through the following initiatives:

 

   

Increase Pre-Booking and Pre-Payment Capture Rate—OneSpaWorld is working with its cruise line partners to expand its marketing efforts to reach a guest before boarding a ship through pre-booking. Pre-booked appointments yield approximately 60% more revenue than services booked onboard the ship. Due to its success across select cruise lines that have implemented pre-booking capabilities, OneSpaWorld is in the process of implementing pre-booking across many of its other partner cruise lines.



 

28


Table of Contents
   

Expand Targeted Marketing and Promotion Initiatives – OneSpaWorld is now directly marketing and distributing promotions to onboard passengers as a result of enhanced collaboration with selected cruise line partners. These promotions are personalized and individually tailored to guests’ profiles and have successfully driven traffic and revenue at OneSpaWorld’s health and wellness centers. Examples include “happy anniversary” messages to couples, “happy birthday” notes to individual guests, and promotional retail credits offered to guests who visit OneSpaWorld’s centers before the end of their cruise. On vessels implementing these initiatives, guests that received these customized promotions were responsible for over 6.5% of revenues generated during the nine months ended September 30, 2018 and spent approximately 5.5% more during their visit than guests that did not receive customized promotions.

 

   

Utilize Technology to Increase Utilization and Enhance Service Mix – OneSpaWorld has recently begun to successfully introduce and expand technology-enabled dynamic pricing initiatives with selected cruise line partners. While dynamic pricing strategies have historically been applied manually by onboard staff, OneSpaWorld is currently rolling out online and pre-cruise access to drive off-peak utilization rates and fill higher-demand time slots with higher-value bookings. This enhanced dynamic pricing capability is currently available with only a few cruise line partners, representing a significant opportunity for revenue growth as it is rolled out and optimized fleet-wide.

 

 

   

Extend Retail Beyond the Ship—OneSpaWorld’s Shop & Ship program provides guests the ability to buy retail products onboard and have products shipped directly to their home to avoid the hassle of packing products in their luggage. On average, a Shop & Ship customer spends more than 3.5x the amount of a non-Shop & Ship customer on retail products. The Shop & Ship program, combined with OneSpaWorld’s eCommerce platform timetospa.com, give OneSpaWorld the ability to maintain a connection with each guest beyond the cruise voyage.

Selectively Expand Footprint at Destination Resorts

OneSpaWorld has long-standing relationships with many leading hotel and hospitality companies around the world such as Marriott, Starwood, Hilton, ClubMed, Caesars Entertainment, Lotte, Loews and Four Seasons, among others. OneSpaWorld believes it is a proven turnkey operator for its partners. With health and wellness centers in 67 destination resorts, with 17 in North America and 50 in Asia, this reflects only a handful of resort centers per partner, or approximately one percent of partners’ total resorts. As such, OneSpaWorld believes there is significant potential to operate additional centers within their resort partner portfolios. OneSpaWorld will selectively expand its resort footprint when attractive unit economics can be generated. Given its unit growth potential, global infrastructure and proven platform, OneSpaWorld has a significant opportunity to further expand its destination resort footprint.

Parties to the Business Combination

OneSpaWorld

OneSpaWorld is an international business company incorporated under the laws of the Commonwealth of The Bahamas that was incorporated on October 5, 2018. To date, OneSpaWorld has not conducted any material activities other than those incident to its formation and the Business Combination. Upon the closing of the Business Combination, the OneSpaWorld Shares and OneSpaWorld Public Warrants will be registered under the Exchange Act and listed on NASDAQ under the symbols “OSW” and “OSWW,” respectively.

OneSpaWorld’s mailing address is Office of Lennox Paton Corporate Service Limited, Bayside Executive Park, Building 3, West Bay Street, P.O. Box N-4875, City of Nassau, Island of New Providence, Commonwealth of The Bahamas. The mailing address of OneSpaWorld’s principal executive office after the closing of the



 

29


Table of Contents

Business Combination will be at Ocean Centre, Montagu Foreshore, East Bay Street, Nassau, New Providence, The Bahamas, the postal address of which is P.O. Box SS-19084, Nassau, New Providence, Bahamas.

Haymaker

Haymaker is a blank check company incorporated as a Delaware corporation on April 26, 2017 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Haymaker consummated the Haymaker IPO on October 27, 2017, generating gross proceeds of approximately $330,000,000. Simultaneously with the consummation of the Haymaker IPO, Haymaker consummated a private placement with Haymaker Sponsor of Founder Warrants, generating gross proceeds of $8,000,000.

Haymaker’s securities are traded on NASDAQ under the ticker symbols “HYAC,” “HYACU” and “HYACW.” Upon the closing of the Business Combination, the Haymaker securities will be delisted from NASDAQ.

The mailing address of Haymaker’s principal executive office is 650 Fifth Avenue, Floor 10, New York, New York 10019.

The Business Combination

General

On November 1, 2018, Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Steiner Leisure”), Steiner U.S. Holdings, Inc., a Florida corporation (“Steiner US”), Nemo (UK) Holdco, Ltd., a limited company formed under the laws of England and Wales (“Nemo UK”), Steiner UK Limited, a limited company formed under the laws of England and Wales (“Steiner UK”), Steiner Management Services LLC, a Florida limited liability company (“SMS,” and together with Steiner Leisure, Steiner US, Nemo UK and Steiner UK, each, a “Seller” and, collectively, “Sellers”), Steiner Leisure, in its capacity as representative of Sellers (the “Seller Representative”), Haymaker Acquisition Corp., a Delaware corporation (“Haymaker”), OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“OneSpaWorld”), Dory US Merger Sub, LLC, a Delaware limited liability company (“Dory US Merger Sub”), Dory Acquisition Sub, Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Dory Foreign Holding Company”), Dory Intermediate LLC, a Delaware limited liability company (“Dory Intermediate”), and Dory Acquisition Sub, Inc., a Delaware corporation (“Dory US Holding Company”), entered into a Business Combination Agreement (as amended on January 7, 2019, by Amendment No. 1 to Business Combination Agreement, a copy of which is attached to this proxy statement as Annex A-2 (the “BCA Amendment”), and as it may be further amended from time to time, the “Transaction Agreement”), as a result of which, OneSpaWorld will be the ultimate parent company of Haymaker and OSW Predecessor.

For more information about the transactions contemplated in the Transaction Agreement, please see the sections entitled “The Business Combination” and “The Transaction Agreement and Related Agreements.” A copy of the Transaction Agreement is attached to this proxy statement/prospectus as Annexes A-1 and A-2.



 

30


Table of Contents

Organizational Structure

The following diagram illustrates the organizational structure of Haymaker immediately prior to the Business Combination:

 

 

LOGO

The following diagram illustrates the organizational structure of OSW Predecessor immediately prior to the Business Combination:

 

 

LOGO

The following diagram illustrates the structure of OneSpaWorld immediately following the Business Combination. This diagram assumes that no Haymaker stockholders exercise their redemption rights. Please see the section entitled “Frequently Used Terms and Basis of Presentation” for additional assumptions relating to this diagram.

 

 

LOGO



 

31


Table of Contents

Consideration in the Business Combination

Consideration to Haymaker Stockholders and Haymaker Warrant Holders in the Business Combination

Subject to the terms and conditions of the Transaction Agreement (including certain adjustments pursuant to and in accordance with the terms of the Transaction Agreement and the Ancillary Documents) the Business Combination will result in, among other things, the following:

 

   

each Class A Share will be converted into the right to receive one fully paid and non-assessable OneSpaWorld Share;

 

   

each of the warrants included in the units issued in the initial public offering of Haymaker (the “Haymaker Public Warrants”), each of which is exercisable for one Class A Share will become exercisable for one OneSpaWorld Share, on the same terms and conditions as those applicable to the Haymaker Public Warrants;

 

   

the Founder Shares will be converted into 6,650,000 OneSpaWorld Shares (3,650,000, subject to certain adjustments, of which will be transferred and forfeited to OneSpaWorld) and the right to receive 1,600,000 OneSpaWorld Shares upon the occurrence of certain events described in more detail below;

 

   

each of the warrants issued to Haymaker Sponsor at the time of Haymaker’s initial public offering (the “Founder Warrants”) will become exercisable for one OneSpaWorld Share, on the same terms and conditions as those applicable to the Founder Warrants (the “OneSpaWorld Private Placement Warrants”); and

 

   

Haymaker Sponsor will forfeit 3,650,000 OneSpaWorld Shares and 4,707,734 OneSpaWorld Private Placement Warrants.

Consideration Payable to Sellers in the Business Combination

Subject to the terms and conditions of the Transaction Agreement (including certain adjustments pursuant to and in accordance with the terms of the Transaction Agreement and the Ancillary Documents), the consideration to be paid to or held by the Sellers in connection with the Business Combination shall consist of: (i) 14,821,863 OneSpaWorld Shares (valued at $148,218,630 based on a $10.00 share price), (ii) 1,602,440 OneSpaWorld Private Placement Warrants, (iii) $637,096,370 in cash, and (iv) the right to receive up to an additional 5,000,000 OneSpaWorld Shares upon the occurrence of certain events. The cash consideration payable to the Sellers at the closing of the Business Combination will be increased (and the OneSpaWorld Share consideration payable to Sellers will be correspondingly decreased) if the sum of the interest on the amounts in Haymaker’s trust account, as of immediately prior to the closing of the Business Combination (without giving effect to any redemptions), plus $400,000, is greater than the aggregate amount of redemptions of Class A shares in excess of $50,000,000. To the extent that certain Haymaker transaction expenses are less than $35,000,000, a portion of the Deferred Shares will instead be issued at the closing of the Business Combination to Steiner Leisure and Haymaker Sponsor.

350,000 of the OneSpaWorld Shares that would be held by the Sellers at the closing will be deposited into an escrow account to support Sellers’ indemnification obligations under the Transaction Agreement. See “The Transaction Agreement and Related Agreements—General Description of the Transaction Agreement—Indemnification.”

Related Agreements

Registration Rights Agreement

Steiner Leisure and Haymaker Sponsor will be entitled to certain customary registration rights pursuant to the Registration Rights Agreement effective as of the closing of the Business Combination. OneSpaWorld will



 

32


Table of Contents

agree to file a shelf registration statement to register Steiner Leisure’s and Haymaker Sponsor’s shares within 45 days of the closing of the Business Combination. At any time, and from time to time, after the shelf registration statement has been declared effective by the SEC, Steiner Leisure will be entitled to make up to three demands (and Haymaker Sponsor will be entitled to make up to three demands per year) that a resale of OneSpaWorld Shares reasonably expected to exceed $10,000,000 in gross offering price pursuant to such shelf registration statement be made pursuant to an underwritten offering. In addition, Steiner Leisure and Haymaker Sponsor will have customary piggyback registration rights subject to cut-back provisions. OneSpaWorld will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the Registration Rights Agreement, Steiner Leisure and Haymaker Sponsor will agree not to transfer any of their shares in OneSpaWorld during the seven days before and 90 days after the pricing of any underwritten offering of OneSpaWorld, subject to certain exceptions, and Steiner Leisure and Haymaker Sponsor will enter into a customary lock-up agreement to such effect. Pursuant to the Registration Rights Agreement, Steiner Leisure and Haymaker Sponsor will agree not to assign or delegate their rights, duties or obligations under the Registration Rights Agreement for a period of six months following the closing of the Business Combination, subject to certain exceptions.

Subscription Agreements

Concurrently with the execution of the Transaction Agreement, OneSpaWorld entered into Subscription Agreements with the Private Placement Investors pursuant to which, among other things, the Private Placement Investors agreed to subscribe for and purchase, and OneSpaWorld agreed to issue and sell to such investors, 12,249,637 OneSpaWorld Shares and 3,105,294 OneSpaWorld Private Placement Warrants for gross proceeds of $122,496,370 and OneSpaWorld granted such Private Placement Investors certain customary registration rights.

Concurrent with the execution of the Transaction Agreement, Steiner Leisure and OneSpaWorld entered into Stock Purchase Agreements with certain Secondary Purchasers, pursuant to which, among other things, the Secondary Purchasers will purchase an aggregate of 5,607,144 OneSpaWorld Shares from Steiner Leisure on the first business day after the closing of the Business Combination and OneSpaWorld will grant such Secondary Purchasers certain registration rights that are commensurate with those granted to the Private Placement Investors under the Primary Private Placement.

The closings under the Subscription Agreements will occur substantially concurrently with the closing of the Business Combination and are conditioned on such closing and on other customary closing conditions. The Subscription Agreements will be terminated, and be of no further force and effect, upon the earlier to occur of (i) the termination of the Transaction Agreement in accordance with its terms, (ii) the mutual written agreement of the parties thereto, Haymaker, and Steiner Leisure, (iii) if any of the conditions to the closing are not satisfied on or prior to the closing date, or (iv) closing of the Business Combination does not occur prior to the Termination Date (including the extension provisions provided for in the Transaction Agreement).

The OneSpaWorld Shares and OneSpaWorld Private Placement Warrants to be offered and sold in connection with the Private Placements have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S promulgated thereunder without any form of general solicitation or general advertising. The proceeds from the Primary Private Placement will be used to fund a portion of the cash consideration for the Business Combination. OneSpaWorld will not receive any of the proceeds from the Secondary Private Placement.

After the closing of the Business Combination, OneSpaWorld intends to file a shelf registration statement in order to facilitate the resale of the securities entitled to registration rights as described above.



 

33


Table of Contents

Transition Services Agreement

At the closing of the Business Combination, SMS will enter into a Transition Services Agreement with a subsidiary of OneSpaWorld, pursuant to which SMS will provide certain transitional services to such subsidiary until December 31, 2019.

Reverse Transition Services Agreement

At the closing of the Business Combination, certain affiliates of the Sellers will enter into a Reverse Transition Services Agreement with Dory US Holding Company, pursuant to which Dory US Holding Company will provide certain transitional services to such affiliates until the transfer of certain assets by such affiliates to OneSpaWorld.

Director Designation Agreement

Concurrently with the execution of the Transaction Agreement, OneSpaWorld, Haymaker and Steiner Leisure entered into a Director Designation Agreement, pursuant to which, among other things, Steiner Leisure will have the right to appoint one member of the board of directors of OneSpaWorld and one member of the compensation committee of OneSpaWorld so long as Steiner Leisure and certain of its affiliates, in the aggregate, beneficially own 5.00% or more of the issued and outstanding OneSpaWorld Shares. Following the closing of the Business Combination, Marc Magliacano is expected to serve as a Class B director of the board of directors of OneSpaWorld and as a member of the compensation committee of OneSpaWorld pursuant to Steiner Leisure’s rights under the Director Designation Agreement.

The Special Meeting of Haymaker stockholders

Date, Time and Place of Special Meeting

The Special Meeting of Haymaker stockholders will be held on March 6, 2019, at 8:00 A.M., local time, at 650 Fifth Avenue, 10th Floor, New York, NY 10019.

Proposals

At the Special Meeting, Haymaker stockholders will be asked to consider and vote on:

 

  1.

Business Combination Proposal—To consider and vote upon a proposal to adopt and approve the Transaction Agreement, a copy of which is attached to this proxy statement/prospectus as Annexes A-1 and A-2, the Ancillary Documents, and the consummation of the transactions contemplated by the Transaction Agreement and the Ancillary Documents, including, among other things, the Business Combination and the Haymaker Merger (Proposal No. 1);

 

  2.

Charter Proposal—To consider and vote upon, on a non-binding advisory basis, two proposals to approve certain governance provisions contained in the OneSpaWorld Memorandum and Articles of Association related to shareholding limits for certain shareholders of OneSpaWorld and voting thresholds for approval of certain matters, that are not required by Bahamian law and materially affect stockholder rights (collectively, Proposal No. 2);

 

  3.

Lock-Up Amendment Proposal—To ratify the entry into the OSW Lock-Up Agreement by Haymaker Sponsor and the directors and officers of Haymaker which, among other things, modifies the Haymaker Founder Lock-Up Period (Proposal No. 3); and

 

  4.

Adjournment Proposal—To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal or the Lock-Up Amendment Proposal (Proposal No. 4).



 

34


Table of Contents

Please see the sections entitled “Proposal No. 1—The Business Combination Proposal,” “Proposal No. 2—The Charter Proposal,” “Proposal No. 3—The Lock-Up Amendment Proposal” and “Proposal No. 4—The Adjournment Proposal.”

Voting Power; Record Date

Only Haymaker stockholders of record at the close of business on February 11, 2019, the record date for the Special Meeting, will be entitled to vote at the Special Meeting. Each Haymaker stockholder is entitled to one vote for each Class A Share that such stockholder owned as of the close of business on the record date. If a Haymaker stockholder’s shares are held in “street name” or are in a margin or similar account, such stockholder should contact its broker, bank or other nominee to ensure that votes related to the shares beneficially owned by such stockholder are properly counted. On the record date, there were 41,250,000 Haymaker Common Shares outstanding, of which 33,000,000 are public shares and 8,250,000 are Founder Shares held by Haymaker Sponsor.

Vote of Haymaker Sponsor and Haymaker’s Officers and Directors

Prior to the Haymaker IPO, Haymaker entered into a letter agreement with Haymaker Sponsor and Haymaker’s officers and directors, pursuant to which each agreed to vote any Haymaker Common Shares owned by them in favor of an initial business combination. As of the record date, Haymaker Sponsor owned 20% of the issued and outstanding Haymaker Common Shares, including all of the Founder Shares, and will be able to vote all of such shares at the Special Meeting.

Haymaker Sponsor and Haymaker’s officers and directors have waived any redemption rights, including with respect to Class A Shares purchased in the Haymaker IPO or in the aftermarket, in connection with a Business Combination. Any Founder Shares owned by Haymaker Sponsor or the officers and directors of Haymaker have no redemption rights upon the liquidation of Haymaker and will be worthless if no business combination is effected by Haymaker by October 27, 2019. However, Haymaker Sponsor and Haymaker’s officers and directors are entitled to redemption rights upon the liquidation of Haymaker with respect to any public shares they may own.

Quorum and Required Vote for Proposals at the Special Meeting

The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the outstanding Haymaker Common Shares and Founder Shares entitled to vote on such matter and a majority of the outstanding Founder Shares, voting separately as a single class. Accordingly, a Haymaker stockholder’s failure to vote by proxy or to vote in person at the Special Meeting and broker non-votes will not be counted towards the number of Haymaker Common Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote and broker non-votes will be counted as a vote “AGAINST” the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, and will be counted as a vote “AGAINST” the Business Combination Proposal. Haymaker Sponsor and Haymaker’s officers and directors agreed to vote their Founder Shares and any public shares purchased by them during or after the Haymaker IPO in favor of the Business Combination Proposal.

The approval of the Charter Proposal, the Lock-Up Amendment Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Haymaker stockholders present in person or represented by proxy at the Special Meeting and entitled to vote on such matters. Accordingly, a Haymaker stockholder’s failure to vote by proxy or to vote in person at the Special Meeting and broker non-votes will not be counted towards the number of Haymaker Common Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote and broker non-votes will have no effect on such proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is



 

35


Table of Contents

established, and will have no effect on the Charter Proposal, the Lock-Up Amendment Proposal or the Adjournment Proposal.

The Business Combination is conditioned on the approval of the Business Combination Proposal and the Lock-Up Amendment Proposal. The Charter Proposal is non-binding and is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that, in the event that the Business Combination Proposal does not receive the requisite vote for approval, Haymaker will not consummate the Business Combination. If Haymaker does not consummate the Business Combination and fails to complete an initial business combination by October 27, 2019, Haymaker will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public stockholders.

Recommendation to Haymaker Stockholders

The Haymaker Board believes that each of the Business Combination Proposal, the Charter Proposal, the Lock-Up Amendment Proposal and the Adjournment Proposal to be presented at the Special Meeting is in the best interests of Haymaker and its stockholders and unanimously recommends that its stockholders vote “FOR” each of the proposals.

Interests of Certain Persons in the Business Combination

Interests of Haymaker Sponsor and Haymaker’s Officers and Directors

In considering the recommendation of the Haymaker Board to vote in favor of the Business Combination, Haymaker stockholders should be aware that aside from their interests as stockholders, Haymaker Sponsor and certain of the officers and directors of Haymaker have interests in the Business Combination that are different from, or in addition to, those of other Haymaker stockholders generally. The Haymaker Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, and in recommending to Haymaker stockholders that they approve the Business Combination. Haymaker stockholders should take these interests into account in deciding whether to approve the Business Combination.

These interests include, among other things:

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors agreed not to redeem any Haymaker Common Shares held by them in connection with a stockholder vote to approve a proposed initial business combination;

 

   

the fact that Haymaker Sponsor paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at $30.0 million (excluding any deferred OneSpaWorld Shares and assuming a value of $10.00 per share) after giving effect to the forfeitures contemplated by the Transaction Agreement and the Sponsor Support Agreement, but, given the restrictions on such shares, Haymaker believes such shares have less value;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Haymaker fails to complete an initial business combination by October 27, 2019;

 

   

the fact that Haymaker Sponsor will forfeit a portion of its OneSpaWorld Private Placement Warrants and will receive deferred OneSpaWorld Shares;



 

36


Table of Contents
   

the fact that the OSW Lock-Up Agreement will be entered into by OneSpaWorld, the directors and officers of OneSpaWorld, Haymaker Sponsor, the directors and officers of Haymaker Sponsor, and Steiner Leisure which, among other things, modifies the Haymaker Founder Lock-Up Period;

 

   

the fact that Haymaker Sponsor paid an aggregate of $8,000,000 for its 8,000,000 Private Placement Warrants to purchase Class A Shares and that such Private Placement Warrants will expire worthless if a business combination is not consummated by October 27, 2019;

 

   

the right of Haymaker Sponsor to hold OneSpaWorld Shares and the OneSpaWorld Shares to be issued to Haymaker Sponsor upon exercise of its OneSpaWorld Private Placement Warrants following the Business Combination, subject to certain lock-up periods;

 

   

the anticipated service of Steven J. Heyer (Haymaker’s Chief Executive Officer and a member of the Haymaker Board) and Andrew R. Heyer (Haymaker’s President and a member of the Haymaker Board) as directors of OneSpaWorld following the Business Combination;

 

   

the continued indemnification of Haymaker’s existing directors and officers and the continuation of Haymaker’s directors’ and officers’ liability insurance after the Business Combination;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors may not participate in the formation of, or become directors or officers of, any other blank check company until Haymaker (i) has entered into a definitive agreement regarding an initial business combination or (ii) fails to complete an initial business combination by October 27, 2019;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors will lose their entire investment in Haymaker and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by October 27, 2019; and

 

   

if the Trust Account is liquidated, including in the event Haymaker is unable to complete an initial business combination within the required time period, Haymaker Sponsor has agreed to indemnify Haymaker to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Haymaker has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Haymaker, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

These interests may influence Haymaker’s directors in making their recommendation that Haymaker stockholders vote in favor of the approval of the Business Combination.

Redemption Rights

Pursuant to Haymaker’s amended and restated certificate of incorporation, holders of Haymaker public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with Haymaker’s amended and restated certificate of incorporation. As of December 31, 2018, this would have amounted to approximately $10.17 per share, after paying approximately $1,106,000 in taxes due on the income earned on the amounts held in the Trust Account. If a holder of Haymaker public shares exercises its redemption rights, then such holder will be exchanging its Class A Shares for cash and will not own shares of OneSpaWorld following the closing of the Business Combination. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to the Transfer Agent in accordance with the procedures described herein. Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from



 

37


Table of Contents

seeking redemption rights with respect to more than twenty percent (20%) of the Class A Shares included in the public units sold in the Haymaker IPO. Accordingly, all public shares in excess of the 20% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.

Haymaker has no specified maximum redemption threshold under its amended and restated certificate of incorporation, other than the aforementioned 20% threshold. Each redemption of Class A Shares by Haymaker public stockholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $336,670,506 as of December 31, 2018. The The Transaction Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares being less than or equal to $50,000,000, provided, however, that the Seller Representative may waive such condition and elect to receive additional OneSpaWorld Shares with an aggregate value (based on a valuation of $10.00 per share) equal to the amount of redemptions exceeding $50,000,000, and the amount of cash consideration will be correspondingly reduced. The commitments that Haymaker received to provide debt financing include up to $50,000,000 to be used for cash consideration to the Sellers if Haymaker stockholders elect to redeem their Class A Shares.

The Subscription Agreements and Stock Purchase Agreements (to the extent such Secondary Purchaser has not previously waived such condition in the Subscription Agreement) provide that the closings of the Primary Private Placement and the Secondary Private Placement, respectively, are conditioned on redemptions of Class A Shares not exceeding $165,000,000. The Transaction Agreement further provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares not exceeding $50,000,000, provided, however, that Steiner Leisure may waive such condition and elect to receive additional OneSpaWorld Shares (and reduce the amount of cash consideration) in the amount of redemptions exceeding $50,000,000 (and in the case of redemptions exceeding $165,000,000, the amount of any shortfall in the Primary Private Placement resulting from such excess redemptions).

The conditions to closing in the Transaction Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by Haymaker’s public stockholders, this condition is not met or is not waived, then each of Haymaker and OSW Predecessor may elect not to consummate the Business Combination. In addition, in no event will Haymaker redeem its Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Business Combination, as provided in Haymaker’s amended and restated certificate of incorporation and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Transaction Agreement. Holders of outstanding Haymaker Public Warrants do not have redemption rights in connection with the Business Combination.

Haymaker stockholders who wish to redeem their public shares for cash must refer to and follow the procedures set forth in the section entitled “Special Meeting of Haymaker Stockholders—Redemption Rights” in order to properly redeem their public shares.

Certain Information Relating to OneSpaWorld

Listing of OneSpaWorld Shares and OneSpaWorld Public Warrants on NASDAQ

OneSpaWorld Shares and OneSpaWorld Public Warrants currently are not traded on a stock exchange. It is anticipated that the OneSpaWorld Shares and the OneSpaWorld Public Warrants will be listed on the NASDAQ upon the closing of the Business Combination under the symbols “OSW” and “OSWW,” respectively.



 

38


Table of Contents

Delisting of Haymaker Common Shares and Deregistration of Haymaker

Haymaker and OSW Predecessor anticipate that, following consummation of the Business Combination, Haymaker Common Shares, public units and Haymaker Public Warrants will be delisted from NASDAQ, and Haymaker will be deregistered under the Exchange Act.

Emerging Growth Company

OneSpaWorld is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). OneSpaWorld will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which OneSpaWorld has total annual gross revenue of at least $1.07 billion or (c) in which OneSpaWorld is deemed to be a large accelerated filer, which means the market value of OneSpaWorld Shares that is held by non-affiliates exceeds $700 million as of the last business day of OneSpaWorld’s prior second fiscal quarter, and (ii) the date on which OneSpaWorld issued more than $1.0 billion in non-convertible debt during the prior three-year period. OneSpaWorld intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that OneSpaWorld’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation. The JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in the Securities Act for complying with new or revised accounting standards.

Comparison of Stockholder Rights

Until consummation of the Business Combination, Delaware law and the amended and restated certificate of incorporation of Haymaker will continue to govern the rights of Haymaker stockholders. After consummation of the Haymaker Merger in connection with the Business Combination, Bahamian law and the OneSpaWorld Memorandum and Articles of Association will govern the rights of OneSpaWorld shareholders.

There are certain differences in the rights of Haymaker stockholders prior to the Business Combination and the rights of OneSpaWorld shareholders after the Business Combination. Please see the sections entitled “Comparison of Stockholder Rights” and “Proposal No. 2—The Charter Proposal” in this proxy statement/prospectus for additional information.

Material Federal Income U.S. Tax Consequences

It is possible that the Business Combination will be a tax-deferred transaction to a U.S. holder of Class A Shares that does not exercise its redemption rights. However, this is dependent upon certain requirements being met, including Haymaker receiving ownership statements from a sufficient number of holders of Haymaker Common Shares at the closing of the Business Combination to establish that OneSpaWorld Shares representing 50% or less of the total voting power and total value of the stock of OneSpaWorld is received in the Business Combination by Haymaker stockholders who are U.S. persons. In addition, although the matter is not free from doubt, a U.S. holder may recognize gain with respect to its Haymaker Public Warrants as a result of the Business Combination.

Holders of Class A Shares and Haymaker Public Warrants should read carefully the information included under the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations” of this document for a more detailed discussion of material U.S. federal tax consequences of the Business



 

39


Table of Contents

Combination. Holders of Class A Shares and Haymaker Public Warrants should consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

Material Bahamian Tax Consequences

Prospective holders of OneSpaWorld Shares and OneSpaWorld Public Warrants should read carefully the information included under the section entitled “Material Tax Considerations—Material Bahamian Tax Considerations—OneSpaWorld Shares and OneSpaWorld Public Warrants” of this document for a more detailed discussion of the principal Bahamian tax consequences of the acquisition, holding, redemption and disposal of the OneSpaWorld Shares and the acquisition, holding, exercise, and disposal of the OneSpaWorld Public Warrants. Prospective holders of OneSpaWorld Shares and OneSpaWorld Public Warrants should consult their tax advisors to determine the tax consequences to them of any acquisition, holding, redemption and disposal of OneSpaWorld Shares or acquisition, holding, exercise, or disposal of OneSpaWorld Public Warrants.

Accounting Treatment of the Business Combination

The Business Combination is made up of the series of transactions within the Transaction Agreement as defined elsewhere within this prospectus. For accounting and financial reporting purposes, this series of transactions will be accounted for under the acquisition method of accounting based on Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 805, Business Combinations (“ASC 805”).

Appraisal Rights

Haymaker’s stockholders do not have appraisal rights in connection with the Haymaker Merger under Delaware law.

Appraisal rights are not available to the Sellers in connection with the Business Combination.

Proxy Solicitation

Proxies may be solicited by mail, via telephone or via e-mail or other electronic correspondence. Haymaker has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

If a Haymaker stockholder grants a proxy, such stockholder may still vote its shares in person if it revokes its proxy before the Special Meeting. A Haymaker stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Special Meeting of Haymaker Stockholders—Revoking Your Proxy.”

Risk Factor Summary

In evaluating the Business Combination and the proposals to be considered and voted on at the Special Meeting, you should carefully review and consider the risk factors set forth under “Risk Factors” of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of OneSpaWorld, Haymaker and/or OSW Predecessor to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of OneSpaWorld following consummation of the Business Combination.



 

40


Table of Contents

Summary Historical Financial Data of OSW Predecessor

The following table sets forth summary historical and other financial information for OSW Predecessor (i) as of and for the nine months ended September 30, 2018 and 2017, derived from the unaudited interim financial statements of OSW Predecessor included elsewhere in this proxy statement/prospectus and (ii) as of December 31, 2017 and for the years ended December 31, 2017 and 2016 and for the periods from December 9, 2015 through December 31, 2015 and from January 1, 2015 through December 8, 2015 (Predecessor), derived from the audited combined financial statements of OSW Predecessor included elsewhere in this proxy statement/prospectus. You should read the following summary financial information in conjunction with the section entitled “OSW Predecessor Management’s Discussion and Analysis of Financial Condition and Results of Operations” and OSW Predecessor’s combined financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

 

    Successor           Predecessor  
    Nine Months Ended
September 30,
    Year Ended
December 31,
    Period from
December 9,
2015 through
December 31,
2015
          Period from
January 1, 2015
through
December 8,
2015
 
($ in thousands, except for weekly amounts)   2018     2017     2017     2016  

Revenues

               

Service Revenues

  $ 309,004     $ 288,708     $ 383,686     $ 362,698     $ 24,620         $ 319,845  

Product Revenues

    97,905       91,309       122,999       113,586       7,671           100,843  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

 

 

Total Revenues

    406,909       380,017       506,685       476,284       32,291           420,688  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

 

 

Cost of Revenues and Operating Expenses

               

Cost of Services

    263,537       250,530       332,360       318,001       21,362           280,039  

Cost of Products

    84,922       81,297       107,990       106,259       7,314           93,574  

Administrative

    7,498       6,524       9,222       10,432       947           10,611  

Salary and Payroll Taxes

    11,509       11,198       15,294       14,454       1,119           14,071  

Amortization of Intangible Assets

    2,640       2,640       3,521       3,521       221           195  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

 

 

Total Cost of Revenues and Operating Expenses

    370,106       352,189       468,387       452,667       30,963           398,490  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

 

 

Income from Operations

    36,803       27,828       38,298       23,617       1,328           22,198  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

 

 

Other Income (Expense), net

               

Interest Expense

    (25,141     (99     —         —         —             —    

Interest Income

    238       306       408       340       —             —    

Other (Expense)/Income

    (30     (28     (217     (178     —             37  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

 

 

Total Other Income (Expense), net

    (24,933     179       191       162       —             37  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

 

 

Income Before Provision for Income Taxes

    11,870       28,007       38,489       23,779       1,328           22,235  

Provision for Income Taxes

    802       1,608       5,263       5,615       734           2,165  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

 

 

Net Income

  $ 11,068     $ 26,399     $ 33,226     $ 18,164     $ 594         $ 20,070  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

 

 

Adjusted EBITDA(1)

  $ 43,053     $ 42,637     $ 55,902     $ 51,746     $ 3,248         $ 44,901  

Unlevered After-Tax Free Cash Flow(1)

  $ 38,505     $ 40,907     $ 52,774     $ 48,020     $ 3,042         $ 41,795  

% Conversion(1)

    89.4     95.9     94.4     92.8     93.7         93.1


 

41


Table of Contents
     As of and for the
Nine Months Ended

September 30,
     As of and for the Year Ended
December 31,
 
     2018      2017      2017      2016      2015  

Select Financial Statistics

              

Average Ship Count(2)

     156.0        154.3        154.0        151.0        147.1  

Period End Ship Count

     161        158        157        156        152  

Average Weekly Revenue Per Ship

   $ 61,029      $ 57,065      $ 56,999      $ 53,741      $ 51,721  

Average Revenue Per Shipboard Staff Per Day

   $ 482      $ 450      $ 446      $ 427      $ 416  

Average Resort Count(3)

     60.5        51.1        51.6        48.1        46.8  

Period End Resort Count

     67        53        54        50        48  

Average Weekly Revenue Per Resort

   $ 14,210      $ 16,695      $ 16,400      $ 18,765      $ 20,480  

 

     As of
September 30, 2018
     As of
December 31, 2017
 

Balance Sheet Data (At Period End):

     

Working Capital(4)

   $ 18,743      $ 17,252  

Total Assets

     262,802        267,072  

Total Liabilities

     391,488        41,791  

Total Equity (Deficit)

     (128,686      225,281  

 

(1)

OSW Predecessor defines Adjusted EBITDA as Net Income plus Provision for Income Taxes, Other Income, Non-Controlling Interest, Interest Expense, and Depreciation & Amortization, with adjustments for non-recurring items, related party transactions, contribution from the historical timetospa.com channel, purchase price accounting adjustments relating to the 2015 Transaction, discrepancies between cash and booked Provision for Income Taxes, non-cash contract expenses and stock-based compensation. See “Unaudited Pro Forma Condensed Combined Financial Statements.” OSW Predecessor defines Unlevered After-Tax Free Cash Flow as Adjusted EBITDA minus capital expenditures and cash taxes paid.



 

42


Table of Contents

The following table reconciles Net Income to Adjusted EBITDA and Unlevered After-Tax Free Cash Flow for the years ended December 31, 2017 and 2016 and for the periods from December 9, 2015 through December 31, 2015 and from January 1, 2015 through December 8, 2015:

 

    Successor           Predecessor  
    Nine Months Ended
September 30,
    Year Ended
December 31,
    Period from
December 9, 2015
through
December 31, 2015
          Period from
January 1, 2015
through
December 8, 2015
 
(In thousands)   2018     2017     2017     2016  

Net Income

  $ 11,068     $ 26,399     $ 33,226     $ 18,164     $ 594         $ 20,070  

Provision for Income Taxes

    517      
1,608
 
    5,263       5,615       734           2,165  

Other Income

    (294     (278     (191     (162     —             (37

Non-Controlling Interest(a)

    (3,017     (2,048     (2,109     (3,261     (210         (2,280

Interest Expense

    25,141       99       —         —         —             —    

Non-GAAP Management Adjustments(b)

    27       27       (1,208     270       4           55  

Related Party Adjustments(c)

    405       9,385       9,925       18,953       1,214           18,931  

timetospa.com Adjustments(d)

    —         (675     (805     (1,388     125           (1,056

Depreciation & Amortization

    8,424       7,360       9,829       12,884       761           5,530  

Addback for Non-Cash Prepaid Expenses(e)

    782       760       1,972       671       26           404  

Stock-based Compensation(f)

    —         —         —         —         —             1,119  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

 

 

Adjusted EBITDA

  $ 43,053     $ 42,637     $ 55,902     $ 51,746     $ 3,248         $ 44,901  

Capital Expenditures

    (4,248     (1,500     (2,683     (3,081     (173         (2,703
 

Cash Taxes(g)

    (300     (230     (445     (645     (33         (403
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

 

 

Unlevered After-Tax Free Cash Flow

  $ 38,505     $ 40,907     $ 52,774     $ 48,020     $ 3,042         $ 41,795  

% Conversion(h)

    89.4     95.9     94.4     92.8     93.7         93.1

 

  (a)

Non-Controlling Interest refers to amounts paid to a joint venture partner of OSW Predecessor. See Note 5 to the Audited Combined Financial Statements of OSW Predecessor.

  (b)

Non-GAAP Management Adjustments refers to adjustments for certain one-time income or expenses and reflects timing discrepancies for certain cash income or expense items.

  (c)

Related Party Adjustments refers to adjustments to reflect the impact of agreements with related parties for the full periods presented.

  (d)

As a result of its planned separation from Steiner Leisure, OSW Predecessor is no longer operating timetospa.com as a standalone e-commerce business with focused marketing efforts and paid search advertising, as it had operated the channel through December 31, 2017. timetospa.com is now a post-cruise sales tool where guests may continue their wellness journey after disembarking. This adjustment removes the impact of timetospa.com in the historical financial period due to this change in business model and to assist in comparing such periods with later periods.

  (e)

Addback for Non-Cash Prepaid Expenses refers to non-cash expenses incurred in connection with certain contracts.

  (f)

Stock-based Compensation refers to an addback for an incentive compensation plan in place prior to the 2015 Transaction.

  (g)

Cash Taxes refers to cash taxes paid or payable.

  (h)

Unlevered After-Tax Free Cash Flow Conversion is calculated as Adjusted EBITDA less Capital Expenditures and Provision for Income Taxes, divided by Adjusted EBITDA.

 

(2)

Average Ship Count reflects the fact that during the period ships were in and out of service and is calculated by adding the total number of days that each of the ships generated revenue during the period, divided by the number of calendar days during the period.

 

(3)

Average Resort Count reflects the fact that during the period destination resort health and wellness centers were in and out of service and is calculated by adding the total number of days that each of the destination resort health and wellness centers generated revenue during the period, divided by the number of calendar days during the period.

 

(4)

Working capital calculated as total current assets less cash and cash equivalents less total current liabilities.



 

43


Table of Contents

Summary Historical Financial Data of Haymaker

The following tables contain summary historical financial data for Haymaker as of and for the nine months ended September 30, 2018, for the period from April 26, 2017 (inception) through September 30, 2017, and as of and for the period from April 26, 2017 (inception) through December 31, 2017. Such data as of and for the nine months ended September 30, 2018, and for the period from April 26, 2017 (inception) through September 30, 2017 have been derived from the unaudited interim financial statements of Haymaker included elsewhere in this proxy statement/prospectus. Such data for the period as of and from April 26, 2017 (inception) through December 31, 2017 have been derived from the audited financial statements of Haymaker included elsewhere in this proxy statement/prospectus.

The summary historical financial data of Haymaker as of and for the nine months ended September 30, 2018, for the period from April 26, 2017 (inception) through September 30, 2017, and as of and for the period from April 26, 2017 (inception) through December 31, 2017 are not intended to be an indicator of Haymaker’s financial condition or results of operations in the future.

The information below is only a summary and should be read in conjunction with the section entitled “Haymaker Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Haymaker’s audited and unaudited interim financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.

 

    For the Nine Months
Ended
September 30, 2018
    For the Period from
April 26, 2017
(date of inception)
through September 30, 2017
    For the Period from
April 26, 2017
(date of inception)
through December 31,
2017
 
    (unaudited)     (unaudited)        

Statement of Operations Data:

     

Formation costs and operating costs

  $ 2,473,439     $ 1,689     $ 139,916  

Loss from operations

    (2,473,439     (1,689     (139,916

Other income, net

    4,176,113       —         565,672  

Income (loss) before provision for income taxes

    1,702,674       (1,689     425,756  

Net income

  $ 1,040,653     $ (1,689   $ 336,347  

Weighted average shares outstanding, basic and diluted(1)

    9,757,538       7,500,000       8,084,124  

Basic and diluted net loss per common share

  $ (0.23   $ (0.00   $ (0.02

 

     As of
September 30, 2018
     As of
December 31, 2017
 

Balance Sheet Data (At Period End):

     

Working Capital(2)

   $ (1,943,978    $ 1,200,717  

Total Assets

   $ 335,393,979      $ 331,798,493  

Total Liabilities

   $ 14,826,347      $ 12,271,513  

Common Stock Subject to Possible Redemption(3)

   $ 315,567,631      $ 314,526,979  

Total Shareholders’ Equity

   $ 5,000,001      $ 5,000,001  

 

     For the Nine Months
Ended
September 30, 2018
    For the Period from
April 26, 2017 (date of
inception) through
September 30, 2017
     For the Period from
April 26, 2017 (date of
inception) through
December 31, 2017
 
     (unaudited)     (unaudited)         

Cash Flow Data:

       

Net cash used in operating activities

   $ (548,304   $ —        $ (216,812

Net cash used in investing activities

     —         —          (330,000,000

Net cash provided by financing activities

     —         1,736        331,340,633  

 

(1)

Excludes an aggregate of up to 31,172,255 and 31,398,875 shares subject to redemption as of September 30, 2018 and December 31, 2017, respectively.

(2)

Working capital calculated as current assets less current liabilities.

(3)

31,172,255 and 31,398,875 shares at redemption value as of September 30, 2018 and December 31, 2017, respectively.



 

44


Table of Contents

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the Special Meeting. Certain of the following risk factors apply to the business and operations of OSW Predecessor and will also apply to the business and operations of OneSpaWorld following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of OneSpaWorld following the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “General Information.” The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by OneSpaWorld, Haymaker and OSW Predecessor which later may prove to be incorrect or incomplete. OneSpaWorld, Haymaker and OSW Predecessor may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair its business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to OneSpaWorld’s Business

OneSpaWorld Depends on Its Agreements with Cruise Lines and Destination Resort Health and Wellness Centers; If These Agreements Terminate, OneSpaWorld’s Business Would be Harmed

A significant portion of OneSpaWorld’s revenues are generated from its cruise ship health and wellness operations. The cruise line agreements have specific terms, ranging from 2.6 to 10.7 years with an average remaining term per ship of approximately 3.5 years as of September 30, 2018. As of that date, cruise line agreements that expire within one year covered 16 of the 161 ships served by OneSpaWorld. These 16 ships accounted for approximately 4.30% of OneSpaWorld’s 2017 revenues. These agreements may not be, and the other cruise line agreements, may not be renewed after their expiration date on similar terms or at all. Any renewals may cause reductions in OneSpaWorld’s margins. From time to time, the amounts OneSpaWorld pays to cruise lines and land-based venues increase upon entering into renewals of agreements.

In addition, these agreements provide for termination by the cruise lines with limited or no advance notice under certain circumstances, including, among other things, the withdrawal of a ship from the cruise trade, the sale or lease of a ship or OneSpaWorld’s failure to achieve specified passenger service standards. As of September 30, 2018, agreements for four ships provided for termination for any reason by the cruise line on 90 days’ notice, with respect to four of OneSpaWorld’s ships, it is operating without written agreements. These four ships (which are included in the 161 ships referenced above) accounted for 5.5% of its 2017 revenues. Termination of significant cruise line agreements or a series of other cruise line agreements, either upon completion of their terms or prior thereto, could have a material adverse effect on OneSpaWorld’s results of operations and financial condition. Some of OneSpaWorld’s land-based health and wellness center agreements also provide for termination with limited advance notice under certain circumstances.

As a result of the consolidation of the cruise industry, the number of independent cruise lines has decreased in recent years and this trend may continue. Also, historically, some smaller cruise lines have ceased operating for economic reasons and this may happen to other cruise lines in the future. As a result of these factors, a small number of cruise companies, all of which currently are OneSpaWorld’s customers, dominate the cruise industry. Revenues from passengers of each of the following cruise line companies accounted for more than ten percent of OneSpaWorld’s total revenues in 2017, 2016 and 2015, respectively: Carnival (including Carnival, Carnival Australia, Costa, Cunard, Holland America, P&O, Princess and Seabourn cruise lines): 48.6%, 48.1%, and 48.4% and Royal Caribbean (including Royal Caribbean, Pullmantur, and Azamara cruise lines): 20.8%, 20.2%, and

 

45


Table of Contents

19.6% and Norwegian Cruise Line 13.0%, 13.2% and 12.3%. These companies also accounted for 136 of the 161 ships served by OneSpaWorld as of September 30, 2018. If OneSpaWorld ceases to serve one of these cruise companies, or a substantial number of ships operated by a cruise company, it could materially adversely affect OneSpaWorld’s results of operations and financial condition.

OneSpaWorld Depends on the Cruise Industry and Their Risks are Risks to OneSpaWorld

Cruise lines compete for consumer disposable leisure time dollars with other vacation alternatives such as hotels and sightseeing vacations. Demand for cruises is dependent on the underlying economic strength of the countries from which cruise lines source their passengers. Economic changes that reduce disposable income or consumer confidence in the countries from which OneSpaWorld’s cruise line partners source their passengers may affect demand for vacations, including cruise vacations, which are discretionary purchases.

Despite the general historic trend of growth in the volume of cruise passengers, in 2018 and future years, the global economic environment could cause the number of cruise passengers to decline or be maintained through discounting, which could result in an increased number of passengers with limited discretionary spending ability. A significant decrease in passenger volume could have a material adverse effect on OneSpaWorld’s results of operations and financial condition.

A continuing industry trend reported by CLIA is the growing number of passengers sourced from outside North America. OneSpaWorld believes that non-North American passengers spend less on OneSpaWorld’s services and products than North American passengers. Other recent trends are those of certain cruise lines reducing the number of cruises to certain long-standing destinations and replacing them with alternative exotic destinations, as well as extending the length of voyages. A number of such replacements and extensions result in cruises producing lower revenues to us than cruises to the prior destinations and of certain long-standing durations. The continuation of these trends could materially adversely affect the results of OneSpaWorld’s shipboard health and wellness operations.

A significant portion of the cruise industry’s growth is expected to come from expansion of markets outside of OneSpaWorld’s core North American market. OneSpaWorld’s facilities on North American ships are our best performing facilities, and there is no guarantee that OneSpaWorld will be able to generate the same revenue performance in non-North American markets. Additionally, OneSpaWorld’s cruise partners dictate the itineraries on which their ships sail, and they may change itineraries to be less favorable to OneSpaWorld’s revenue performance.

Accidents and other incidents involving cruise ships can materially adversely affect the cruise industry, as well as OneSpaWorld’s results of operations and financial condition. Among other things, accidents reduce OneSpaWorld’s revenues and increase the costs of OneSpaWorld’s maritime-related insurance. In addition, accidents can adversely affect consumer demand for cruise vacations.

Other unscheduled withdrawals of ships from service, delays in new ship introductions, environmental violations by cruise lines, restricted access of cruise ships to environmentally sensitive regions, hurricanes and other adverse weather conditions and increases in fuel costs could also materially adversely impact the cruise industry. For example, in the past, hurricanes have caused the withdrawal of ships that OneSpaWorld served from service for use in hurricane relief efforts, as well as the temporary closing of cruise ports and the destruction of a cruise pier facility. A number of cruise ships have experienced outbreaks of illnesses that have affected, at times, hundreds of passengers on a ship. In addition, epidemics affecting global regions could also adversely affect cruise ship travel. Also, in recent years, attempted pirate attacks, violence and other crimes, passenger accidents, disappearances and assaults, fatalities from shore excursion activities, shipboard fires and other incidents have brought adverse publicity to the travel industry, including the cruise industry. The public concern over these incidents, especially if they are repeated, or other negative publicity about the cruise industry, could adversely affect the demand for cruises and adversely affect OneSpaWorld’s results of operations and financial condition.

 

46


Table of Contents

The cruise lines’ capacity has grown in recent years and is expected to continue to grow over the next few years as new ships are introduced. In order to utilize the new capacity, it is likely that the cruise industry will need to increase its share of the overall vacation market. In order to increase that market share, cruise lines may be required to offer discounted fares to prospective passengers, which would have the potentially adverse effects on us described above.

Severe weather conditions, both at sea and at ports of embarkation, also could adversely affect the cruise industry. The cruise industry also relies to a significant extent on airlines to transport passengers to ports of embarkation. Changes in airline service to cruise embarkation and disembarkation locations could adversely affect us. In addition, any strikes or other disruptions of airline service, including those that could follow terrorist attacks or armed hostilities, could adversely affect the ability of cruise passengers or OneSpaWorld’s shipboard staff to reach their ports of embarkation, or could cause cancellation of cruises.

Cruise ships have increasingly had itineraries which provide for the ships to be in port during cruises. When cruise ships are in port, OneSpaWorld’s revenues are adversely affected.

Cruise ships periodically go into dry-dock for routine maintenance, repairs and refurbishment for periods ranging from one to three weeks. Cruise ships also may be taken out of service for non-routine maintenance and repairs as a result of damage from an accident or otherwise, such as the Costa Concordia and Carnival Triumph incidents. A ship also may go out of service with respect to OneSpaWorld if it is transferred to a cruise line OneSpaWorld does not serve or if it is retired from service. While OneSpaWorld attempts to plan appropriately for the scheduled removal from service of ships OneSpaWorld serves, unexpected removals from service of ships OneSpaWorld serves can hamper the efficient distribution of OneSpaWorld’s shipboard personnel, in addition to causing unexpected reductions in OneSpaWorld’s shipboard revenues.

OneSpaWorld is Required to Make Minimum Payments Under Its Agreements and May Face Increasing Payments to Cruise Lines and Owners of Its Destination Resort Health and Wellness Centers

OneSpaWorld is obligated to make minimum annual payments to certain cruise lines and owners of its land-based venues regardless of the amount of revenues OneSpaWorld receives from customers. OneSpaWorld may also be required to make such minimum annual payments under any future agreements into which OneSpaWorld enters. Accordingly, OneSpaWorld could be obligated to pay more in minimum payments than the amount OneSpaWorld collects from customers. As of December 31, 2017, these payments are required by cruise line agreements covering a total of 143 ships served by us and by 6 of the agreements for its destination resort health and wellness centers.

As of December 31, 2017, OneSpaWorld guaranteed total minimum payments to cruise lines (excluding payments based on minimum amounts per passenger per day of a cruise applicable to certain ships served by us) and owners of its land-based venues of approximately $110,000,000 in the aggregate in 2018. As OneSpaWorld renews or enters into new agreements with cruise lines and land-based venues, OneSpaWorld may experience increases in such required payments and such increases may materially adversely affect its results of operations and financial condition.

OneSpaWorld Depends on the Continued Viability of the Ships and Destination Resort Health and Wellness Centers OneSpaWorld Serve

OneSpaWorld’s revenues from its shipboard guests and guests at its destination resort health and wellness centers can only be generated if the ships and land-based venues OneSpaWorld serves continue to operate. Historically, some smaller cruise lines OneSpaWorld served have ceased operating for economic reasons. OneSpaWorld cannot be assured of the continued viability of any of the land-based venues (including its ability to protect its investments in build-outs of health and wellness centers) or cruise lines that OneSpaWorld serves, particularly in the event of recurrence of the more severe aspects of the economic slowdown experienced in

 

47


Table of Contents

certain prior years. To the extent that cruise lines or land-based venues OneSpaWorld serves, or could potentially serve in the future, cease to operate, its results of operations and financial condition could be adversely affected.

Increased Costs Could Adversely Impact OneSpaWorld’s Financial Results

In addition to the adverse effects on the cruise industry of high fuel costs described above, periods of higher fuel costs adversely affect us directly. OneSpaWorld depends on commercial airlines for the transportation of its shipboard employees to and from the ships OneSpaWorld serves and, as a result, OneSpaWorld pays for a relatively large number of flights for these employees each year. During times of higher fuel costs, such as those experienced in certain prior years, airfares, including those applicable to the transportation of OneSpaWorld’s employees, have been increased by the airlines OneSpaWorld has utilized. Increased transportation costs associated with increased fuel costs also add to the costs of delivery of OneSpaWorld’s products to the ships OneSpaWorld serves and other destinations. Higher fuel charges also increase the cost to consumers of transportation to cruise ship destination ports and to venues where OneSpaWorld operates its destination resort health and wellness centers and also increase the cost of utilities at its destination resort health and wellness centers. Periods of increasing fuel costs would likely cause these transportation costs to correspondingly increase. Extended periods of increased airfares could adversely impact OneSpaWorld’s results of operations and financial condition.

Increases in prices of other commodities utilized by OneSpaWorld in its business could adversely affect us. For example, in certain prior years, as a result of increases in the cost of cotton, the cost to us of linens and uniforms utilized in its operations has increased. OneSpaWorld’s land-based health and wellness operations also have experienced an increase in the cost of electrical utilities. A continuing increase in these costs or similar costs applicable to OneSpaWorld’s operations could adversely impact its results of operations and financial condition.

OneSpaWorld Will Depend on its Key Officers and Qualified Employees

OneSpaWorld’s continued success will depend to a significant extent on its senior executive officers, including Leonard Fluxman, the Executive Chairman of OneSpaWorld, Glenn Fusfield, the Chief Executive Officer and President of OneSpaWorld, Stephen Lazarus, the Chief Financial Officer and Chief Operating Officer of OneSpaWorld. The loss of the services of any of these persons or other key management personnel could have a material adverse effect on its business.

OneSpaWorld’s continued success also is dependent on its ability to recruit and retain personnel qualified to perform OneSpaWorld’s services. Shipboard employees typically are employed pursuant to agreements with terms of nine months. OneSpaWorld’s land-based health and wellness employees generally are employed without contracts, on an at-will basis. Other providers of shipboard health and wellness services compete with us for shipboard personnel. OneSpaWorld also competes with destination resort health and wellness centers and other employers for its shipboard and land-based health and wellness personnel. OneSpaWorld may not be able to continue to attract a sufficient number of applicants possessing the requisite training and skills necessary to conduct its business. OneSpaWorld’s inability to attract a sufficient number of qualified applicants to provide its services and products could adversely impact its results of operations and financial condition. In addition, in recent years, the immigration approval process in the United States has proceeded at a slower pace than previously had been the case. Since many of OneSpaWorld’s shipboard employees are not United States citizens, exacerbation of this trend could adversely affect its ability to meet its shipboard staffing needs on a timely basis.

Almost all of OneSpaWorld’s shipboard personnel come from jurisdictions outside the United States. OneSpaWorld’s ability to obtain non-United States shipboard employees is subject to regulations in certain countries from which OneSpaWorld sources a number of its employees and, in the case of one country, control by an employment company that acts on behalf of employees and potential employees from that country. In addition, in that country, OneSpaWorld is required to deal with local employment companies to facilitate the

 

48


Table of Contents

hiring of employees. OneSpaWorld’s ability to obtain shipboard employees from those countries on economic terms that are acceptable to us may be hampered by evolving regulatory requirements and/or its inability to enter into an acceptable agreement with the applicable local employment company.

OneSpaWorld continues to be in negotiations with respect to the non-management employees of its luxury health and wellness centers at the Atlantis Paradise Island and the Ocean Club, a Four Seasons Resort in The Bahamas becoming subject to a collective bargaining agreement. While no groups of employees at any of OneSpaWorld’s other operations have commenced similar organizational activities, OneSpaWorld cannot guarantee that its other employees will remain non-unionized. Collective bargaining agreements may require OneSpaWorld to negotiate wages, salaries, benefits and other terms with one or more groups of its employees collectively, through a union representative, and could adversely affect its results of operations by increasing its labor costs or otherwise restricting its ability to maximize the efficiency of its operations.

In addition, the various jurisdictions where OneSpaWorld operates its health and wellness center have their own licensing or similar requirements applicable to its employees, which could affect its ability to open new health and wellness centers on a timely basis or adequately staff existing health and wellness centers. The ship OneSpaWorld serves that is United States-based also is subject to United States labor law requirements that can result in delays in obtaining adequate staffing.

Possible Adverse Changes in United States or Foreign Tax Laws or Changes in OneSpaWorld’s Business Could Increase its Taxes

Background

OneSpaWorld is a Bahamas international business company (“IBC”) that upon the closing of the Business Combination, directly or indirectly, will own, among other entities: OneSpaWorld (Bahamas) Limited (formerly known as Steiner Transocean Limited) (“OneSpaWorld (Bahamas)”), OSW Predecessor’s principal subsidiary and a Bahamas IBC that conducts its shipboard operations, primarily outside United States waters (which constitutes most of OSW Predecessor’s shipboard activities), and OneSpaWorld LLC, a Florida limited liability company that performs administrative services in connection with OSW Predecessor’s operations in exchange for fees from OneSpaWorld (Bahamas) and other subsidiaries.

OneSpaWorld also owns, directly or indirectly, the shares of additional subsidiaries organized in the United States, the United Kingdom and other taxable jurisdictions as well as subsidiaries organized in jurisdictions that do not subject the subsidiaries to taxation.

Currently, OneSpaWorld and its non-United States subsidiaries are not subject to Bahamas income tax or other (including United States federal) income tax, except as set forth below. OneSpaWorld’s United States subsidiaries are subject to United States federal income tax as a consolidated group at regular corporate rates up to 21%. Generally, any dividends paid by OneSpaWorld’s United States holding company to its parent, OneSpaWorld, are subject to a 30% United States withholding tax. Other than as described below, OneSpaWorld believes that none of the income generated by its non-United States subsidiaries should be effectively connected with the conduct of a trade or business in the United States and, accordingly, that such income should not be subject to United States federal income tax.

A foreign corporation generally is subject to United States federal corporate income tax at a rate of up to 21% on its United States-source income that is effectively connected with its trade or business within the United States and on certain limited types of its foreign-source income that is effectively connected to a trade or business it conducts in the United States. A foreign corporation also can be subject to a branch profits tax of 30% imposed on its after-tax earnings that are so effectively connected.

OneSpaWorld (Bahamas) has three types of income: income from the provision of health and wellness services, income from the sales of health and wellness products and income from leasing (at rates determined on

 

49


Table of Contents

an arm’s length basis) its shipboard employees and space to a United States subsidiary of OneSpaWorld that performs health and wellness services and sells health and wellness products while the ships are in United States waters and pays OneSpaWorld (Bahamas) the amounts referenced above (the “U.S. Waters Activities”).

OneSpaWorld believes that most of OneSpaWorld (Bahamas)’s shipboard income should be treated as foreign-source income, not effectively connected to a business it conducts in the United States. This belief is based on the following:

 

   

all of the functions performed, resources employed and risks assumed in connection with the performance of the above-mentioned services and sales (other than OneSpaWorld (Bahamas)’s involvement in the U.S. Waters Activities) occur outside of the United States; and

 

   

income to OneSpaWorld (Bahamas) from the U.S. Waters Activities is income effectively connected with a United States trade or business, and thus subject to United States income taxation, but constitutes a small percentage of OneSpaWorld (Bahamas)’s total income.

The Risks to OneSpaWorld

Under United States Internal Revenue Service (“IRS”) regulations, which were effective January 1, 2007, all or a portion of OneSpaWorld (Bahamas)’s income for periods commencing on or after that date could be subject to United States federal income tax at a rate of up to 35% with respect to income earned prior to January 1, 2018 and up to 21% with respect to income earned thereafter:

 

   

to the extent the income from OneSpaWorld (Bahamas)’s shipboard operations that OneSpaWorld believes are performed outside of United States territorial waters is considered by the IRS to be attributable to functions performed, resources employed or risks assumed within the United States or its possessions or territorial waters;

 

   

to the extent the income from OneSpaWorld (Bahamas)’s sale of health and wellness products for use, consumption, or disposition in international waters is considered by the IRS to be attributable to functions performed, resources employed or risks assumed within the United States, its possessions or territorial waters; or

 

   

to the extent that passage of title or transfer of ownership of products sold by OneSpaWorld (Bahamas) for use, consumption or disposition outside international waters, takes place in the United States or a United States office materially participates in such sales.

If OneSpaWorld (Bahamas) is a controlled foreign corporation (“CFC”), any of its shipboard income would be considered income from sources within the United States and would be subject to United States federal income tax unless such income is attributable to functions performed, resources employed or risks assumed in a foreign country or countries.

A CFC is any foreign corporation if more than 50% of the (i) total combined voting power of all classes of stock entitled to vote or (ii) the total value of the stock of such corporation is owned or considered as owned by “U.S. Shareholders” on any day during the taxable year of such corporation. A “U.S. Shareholder,” generally, means a “United States person” who owns directly, indirectly or constructively at least ten percent of the voting power or value of the stock of a foreign corporation. A “United States person” is a citizen or resident of the United States, a domestic partnership, a domestic corporation, any domestic estate and a trust over which a United States court is able to exercise administrative supervision and over which one or more United States persons have authority to control all substantial decisions. Under certain constructive ownership rules, taking into account changes introduced by the Tax Cuts and Jobs Act, a foreign corporation may in certain circumstances be treated as a CFC under “downward attribution rules” even in circumstances where the foreign corporation is not owned directly or indirectly by any U.S. Shareholders. However, the IRS has announced that, pending the issuance of further guidance, taxpayers may ignore the particular downward attribution rule that can give rise to

 

50


Table of Contents

such results, solely for purposes of the income-source rules described above. Accordingly, OneSpaWorld believes that OneSpaWorld (Bahamas) should not be characterized as a CFC solely for purposes of the income-sourcing rules described above.

If OneSpaWorld (Bahamas) is subject to United States federal income tax (at a rate of up to 21%) on its United States source income and on certain of its foreign-source income that is effectively connected to a business it conducts in the United States, it also would be subject to a branch profits tax of 30% imposed on its after-tax earnings withdrawn, or considered to be withdrawn, from its United States business.

Certain non-United States jurisdictions may also assert that OneSpaWorld (Bahamas)’s income is subject to their income tax.

Some of OneSpaWorld’s United Kingdom, Bahamas and United States subsidiaries provide goods and/or services to us and certain of its other subsidiaries. The United Kingdom or United States tax authorities may assert that some or all of these transactions do not contain arm’s length terms. In that event, income or deductions could be reallocated among its subsidiaries in a manner that could increase the United Kingdom or United States tax on us. This reallocation also could result in the imposition of interest and penalties.

OneSpaWorld cannot assure you that the tax laws on which OneSpaWorld has relied to minimize its income taxes will remain unchanged in the future.

OneSpaWorld’s land-based operations, the income from which is generally taxable, have significantly increased and OneSpaWorld intends to consider land-based opportunities in the future (though OneSpaWorld cannot assure you that OneSpaWorld will be successful in finding appropriate opportunities). To the extent that OneSpaWorld is able to effectively implement this strategy, the amount of its income that is subject to tax would significantly increase.

The Success of Health and Wellness Centers Depends on the Hospitality Industry

OneSpaWorld is dependent on the hospitality industry for the success of destination resort centers. To the extent that consumers do not choose to stay at venues where OneSpaWorld operates health and wellness centers, over which it has no control, its business, financial condition and results of operations could be materially adversely affected. The hospitality industry is subject to risks that are similar to those of the cruise industry.

The considerations described above regarding the effects of adverse economic conditions on the cruise industry apply similarly to the hospitality industry, including the resorts where OneSpaWorld has operations. Periods of economic slowdown result in reduced destination resort occupancy rates and decreased spending by destination resort guests, including at the resorts where OneSpaWorld operates health and wellness centers. The recurrence of challenging economic conditions, as well as instances of increased fuel costs, which have occurred in certain prior years, could result in lower resort occupancy, which would have a direct, adverse effect on the number of resort guests that purchase its health and wellness services and products at the venues in question. Accordingly, such lower occupancy rates at the resorts OneSpaWorld serves could have a material adverse effect on its results of operations and financial condition.

The following are other risks related to the hospitality industry:

 

   

changes in the national, regional and local conditions (including major national or international terrorist attacks, armed hostilities or other significant adverse events, including an oversupply of hotel properties, or a reduction in demand for hotel rooms);

 

   

the possible loss of funds expended for build-outs of health and wellness centers at venues that fail to open, underperform or close due to economic slowdowns or otherwise;

 

51


Table of Contents
   

the attractiveness of the venues to consumers and competition from comparable venues in terms of, among other things, accessibility and cost;

 

   

the outbreaks of illnesses, or the perceived risk of such outbreaks, in locations where OneSpaWorld operates land-based health and wellness centers;

 

   

weather conditions, including natural disasters such as earthquakes, hurricanes, tsunamis and floods;

 

   

possible labor unrest or changes in economics based on collective bargaining activities;

 

   

changes in ownership, maintenance or room rates of, or popular travel patterns and guest demographics at the venues OneSpaWorld serves;

 

   

possible conversion of guest rooms at hotels to condominium units and the decrease in health and wellness center usage that often accompanies such conversions, and the related risk that condominium hotels are less likely to be suitable venues for OneSpaWorld’s health and wellness centers;

 

   

reductions in resort occupancy during major renovations or as a result of damage or other causes;

 

   

acquisition by resort chains of health and wellness service providers to create captive “in-house” brands and development by resort chains of their own proprietary health and wellness service providers, reducing the opportunity for third-party health and wellness providers like us; and

 

   

the financial condition of the airline industry, as well as elimination of, or reduction in, airline service to locations where OneSpaWorld operates resort facilities, which would result in fewer guests at those venues.

OneSpaWorld Competes with Passenger Activity Alternatives

OneSpaWorld competes with passenger activity alternatives on cruise ships and with competing providers of services and products similar to OneSpaWorld’s seeking agreements with cruise lines. Gambling casinos, bars and a variety of shops are found on almost all of the ships served by us. In addition, ships dock in ports which provide opportunities for additional shopping as well as other activities that compete with us for passenger attention and disposable income, and cruise ships are increasingly offering itineraries providing for greater numbers of port days. Cruise ships also typically offer swimming pools and other recreational facilities and activities, as well as musical and other entertainment, all without additional charge to the passengers. Certain cruise lines OneSpaWorld formerly served have engaged the services of third parties or their own personnel for the operation of the health and wellness centers for all or some of their ships. Additional cruise lines could take similar actions in the future. In addition, there are certain other entities offering services in the cruise industry similar to those provided by us and OneSpaWorld may not be able to serve new cruise ships that come into service and that are not covered by its cruise line agreements.

Many of the land-based venues that OneSpaWorld serves or may serve in the future offer recreational entertainment facilities and activities similar to those offered on cruise ships, often without additional charge to guests. A number of the hotels OneSpaWorld serves also offer casino gambling. These activities and facilities compete with us for customer time and disposable income. OneSpaWorld’s destination resort health and wellness centers also compete with other health and wellness centers in their vicinities, as well as with other beauty, relaxation or other therapeutic alternatives. These include salons that offer these services at prices significantly lower than those charged by us. OneSpaWorld believes, however, that the prices charged by us are appropriate for the quality of the experience OneSpaWorld provides in its respective markets. In addition, OneSpaWorld also competes, both for customers and for contracts with hotels, with health and wellness centers and beauty salons owned or operated by companies that have offered their destination resort health and wellness services longer than OneSpaWorld has, some of which enjoy greater name recognition with customers and prospective customers than health and wellness centers operated by us. Also, a number of these health and wellness center operators may have greater resources than OneSpaWorld does. Further, some hotel operators provide health and wellness services themselves.

 

52


Table of Contents

If OneSpaWorld is unable to compete effectively in one or more areas of its operations, its results of operations and financial condition could be adversely affected.

Risks Relating to Non-U.S. Operations and Hostilities

The cruise lines OneSpaWorld serves operate in waters and call on ports throughout the world and its destination resort health and wellness centers are located in a variety of countries. Operating internationally exposes us to a number of risks, including increased exposure to a wider range of regional and local economic conditions, volatile local political conditions, potential changes in duties and taxes, including changing and/or uncertain interpretations of existing tax laws and regulations, required compliance with additional laws and policies affecting cruising, vacation or maritime businesses or governing the operations of foreign-based companies, currency fluctuations, interest rate movements, difficulties in operating under local business environments, port quality and availability in certain regions, U.S. and global anti-bribery laws or regulations, imposition of trade barriers and restrictions on repatriation of earnings.

Operating globally also exposes us to numerous and sometimes conflicting legal, regulatory and tax requirements. In many parts of the world, including countries in which OneSpaWorld operates, practices in the local business communities might not conform to international business standards. OneSpaWorld must adhere to policies designed to promote legal and regulatory compliance as well as applicable laws and regulations. However, OneSpaWorld might not be successful in ensuring that its employees, agents, representatives and other third parties with whom OneSpaWorld associates throughout the world properly adhere to them. Failure by OneSpaWorld, its employees or any of these third parties to adhere to its policies or applicable laws or regulations could result in penalties, sanctions, damage to its reputation and related costs which in turn could negatively affect its results of operations and cash flows.

As a global operator, OneSpaWorld’s business may be also impacted by changes in U.S. policy or priorities in areas such as trade, immigration and/or environmental or labor regulations, among others. Depending on the nature and scope of any such changes, they could impact OneSpaWorld’s domestic and international business operations. Any such changes, and any international response to them, could potentially introduce new barriers to passenger or crew travel and/or cross border transactions, impact OneSpaWorld’s guest experience and/or increase its operating costs.

The waters and countries in which OneSpaWorld operates include geographic regions that, from time to time, experience political and civil unrest and armed hostilities. In recent years, cruise ships, including those OneSpaWorld serves, have experienced attempted pirate attacks off the coast of Africa. In addition, in past years, OneSpaWorld’s hotel health and wellness center operations in Asia have been adversely affected by terrorist bombings. Political unrest in areas where OneSpaWorld operates health and wellness centers also has adversely affected its operations and continued political unrest in the Middle East has adversely affected the travel industry in that region. The threat of additional attacks and of armed hostilities internationally or locally may cause prospective travelers to cancel their plans, including plans for cruise or land-based venue vacations. Weaker cruise industry and land-based venue performance could have a material adverse effect on OneSpaWorld’s results of operations and financial condition.

If OneSpaWorld is unable to address these risks adequately, its financial position and results of operations could be adversely affected, including potentially impairing the value of its ships and other assets.

Severe Weather Can Disrupt OneSpaWorld’s Operations

OneSpaWorld’s operations may be impacted by adverse weather patterns or other natural disasters, such as hurricanes, earthquakes, floods, fires, tornados, tsunamis, typhoons and volcanic eruptions. It is possible that cruises OneSpaWorld serves could be forced to alter itineraries or cancel a cruise or a series of cruises or tours due to these or other factors, which would have an adverse effect on its net revenue yields and profitability.

 

53


Table of Contents

Extreme weather events such as hurricanes, floods and typhoons may not only cause disruption, alteration, or cancellation of cruises and closures of destination resort health and wellness centers where OneSpaWorld operates health and wellness centers, but may also adversely impact commercial airline flights and other transport or prevent certain individuals from electing to utilize its offerings altogether. In addition, these extreme weather conditions could result in increased wave and wind activity, which would make it more challenging to sail and dock ships and could cause sea/motion sickness among guests and crew on the ships OneSpaWorld serves. These events could have an adverse impact on the safety and satisfaction of cruising and could have an adverse impact on OneSpaWorld’s net revenue yields and profitability. Additionally, these extreme weather conditions could impact OneSpaWorld’s ability to provide its cruise products and services as well as to obtain insurance coverage for operations in such areas at reasonable rates.

Risk of Early Termination of Land-Based Health and Wellness Center Agreements

A number of OneSpaWorld’s land-based health and wellness center agreements provide that landlords may terminate the agreement prior to its expiration date (provided, in some cases, that OneSpaWorld receives certain compensation with respect to its build-out expenses and earnings lost as a result of such termination). While OneSpaWorld always attempts to negotiate the best deal it can in this regard, it may not be able to successfully negotiate a termination fee in any of its future agreements or that any amounts it would receive in connection with such termination accurately reflects the economic value of the assets it would be leaving behind as a result of such termination. In addition, in the event of certain terminations of an agreement with a land-based venue, such as by the venue operator after OneSpaWorld’s breach of an agreement, or as a result of the bankruptcy of a venue, even if OneSpaWorld has a provision in its agreement providing for a termination payment, it could receive no compensation with respect to build-out expenditures it has incurred.

OneSpaWorld also attempts to obtain terms in its land-based health and wellness center agreements that protect us in the event that the lessor’s lender forecloses and takes over the property in question. However, OneSpaWorld cannot always obtain such protective “non-disturbance” terms. In the event that the lender to a land-based venue owner under an agreement where no such non-disturbance term is included forecloses on that property, OneSpaWorld’s agreement could be terminated prior to the expiration of its term. In such case, in addition to the loss of income from that health and wellness center, OneSpaWorld could lose the residual value of any investment it made to build out that facility.

Delays in New Ship Introductions Could Slow OneSpaWorld’s Growth

OneSpaWorld’s growth depends, in part, on its serving new cruise ships brought into service. A number of cruise lines it serves have experienced in the past, and could experience in the future, delays in bringing new ships into service. In addition, there is a limited number of shipyards in the world capable of constructing large cruise ships in accordance with the standards of major cruise lines. This also may contribute to delays in new ship construction. Such delays could slow OneSpaWorld’s growth and have an adverse impact on its results of operations and financial condition.

Changes in and compliance with laws and regulations relating to environment, health, safety, security, data privacy and protection, tax and anti-corruption under which OneSpaWorld operates may lead to litigation, enforcement actions, fines, or penalties

OneSpaWorld is subject to numerous international, national, state and local laws, regulations and treaties covering many areas, including social issues, health, safety, security, data privacy and protection, and tax. Failure to comply with these laws, regulations, treaties and agreements could lead and has led to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages. These issues are, and OneSpaWorld believes will continue to be, an area of focus by the relevant authorities throughout the world. Accordingly, new legislation, regulations or treaties, or changes thereto, could impact its operations and would likely subject us to increased compliance costs in the future. In addition, training of crew may become more time

 

54


Table of Contents

consuming and may increase OneSpaWorld’s operating costs due to increasing regulatory and other requirements.

Environmental laws and regulations or liabilities arising from past or future releases of, or exposure to, hazardous substances or vessel discharges, including ballast water and waste disposal, could materially adversely affect its business, profitability and financial condition. Some environmental groups have lobbied for more stringent regulation of cruise ships. Various agencies and regulatory organizations have enacted or are considering new regulations or policies, such as stricter emission limits to reduce greenhouse gas effects, which could adversely impact the cruise industry.

OneSpaWorld’s guest and employee relationships provide us with access to sensitive data. OneSpaWorld is subject to laws and requirements related to the treatment and protection of sensitive data. It may be subject to legal liability and reputational damage if OneSpaWorld does not comply with data privacy and protection regulations. Various governments, agencies and regulatory organizations have enacted and are considering new regulations and implementation of rules for existing regulations. Additional requirements could negatively impact OneSpaWorld’s ability to market cruises to consumers and increase its costs.

OneSpaWorld is subject to the examination of its income tax returns by tax authorities in the jurisdictions where it operates. There can be no assurance that the outcome from these examinations will not adversely affect OneSpaWorld’s profitability.

As budgetary constraints continue to adversely impact the jurisdictions in which OneSpaWorld operates, increases in income or other taxes affecting its operations may be imposed. Some social activist groups have lobbied for more taxation on income generated by cruise companies. Certain groups have also generated negative publicity for us. In recent years, certain members of the U.S. Congress have proposed various forms of legislation that would result in higher taxation on income generated by cruise companies.

OneSpaWorld’s global operations subject us to potential liability under anti-corruption, economic sanctions, and other laws and regulations. The Foreign Corrupt Practices Act, the UK Bribery Act and other anti-corruption laws and regulations (“Anti-Corruption Laws”) prohibit corrupt payments by its employees, vendors, or agents. While OneSpaWorld devotes substantial resources to its global compliance programs and have implemented policies, training, and internal controls designed to reduce the risk of corrupt payments, its employees, vendors, or agents may violate its policies. OneSpaWorld’s failure to comply with Anti-Corruption Laws could result in significant fines and penalties, criminal sanctions against us, its officers, or its employees, prohibitions or limitations on the conduct of its business, and damage to its reputation. Operations outside the U.S. may also be affected by changes in economic sanctions, trade protection laws, policies, and other regulatory requirements affecting trade and investment. OneSpaWorld may be subject to legal liability and reputational damage if it improperly sells goods or otherwise operate improperly in areas subject to economic sanctions such as Crimea, Iran, North Korea, Cuba, Sudan, and Syria or if it improperly engages in business transactions with persons subject to economic sanctions.

These various international laws and regulations could lead and has led to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages. In addition, improper conduct by its employees or agents could damage OneSpaWorld’s reputation and lead to litigation or legal proceedings that could result in significant awards or settlements to plaintiffs and civil or criminal penalties, including substantial monetary fines. Such events could lead to an adverse impact on OneSpaWorld’s financial condition or profitability, even if the monetary damage is mitigated by its insurance coverage.

As a result of ship or other incidents, litigation claims, enforcement actions and regulatory actions and investigations, including, but not limited to, those arising from personal injury, loss of life, loss of or damage to personal property, business interruption losses or environmental damage to any affected coastal waters and the surrounding areas, may be asserted or brought against various parties including us. The time and attention of

 

55


Table of Contents

OneSpaWorld’s management may also be diverted in defending such claims, actions and investigations. OneSpaWorld may also incur costs both in defending against any claims, actions and investigations and for any judgments, fines, civil or criminal penalties if such claims, actions or investigations are adversely determined and not covered by its insurance policies.

Product Liability and Other Potential Claims Could Adversely Affect OneSpaWorld

The nature and use of OneSpaWorld’s products and services could give rise to liability, if a customer were injured while receiving one of its services. Guests at OneSpaWorld’s health and wellness centers could be injured, among other things, in connection with their use of its fitness equipment, sauna facilities or other facilities. If any of these events occurred, OneSpaWorld could incur substantial litigation expense and be required to make payments in connection with settlements of claims or as a result of judgments against OneSpaWorld.

OneSpaWorld maintain insurance to cover a number of risks associated with its business. While OneSpaWorld seeks to obtain comprehensive insurance coverage at commercially reasonable rates, OneSpaWorld cannot be certain that appropriate insurance will be available to OneSpaWorld in the future on commercially reasonable terms or at all. OneSpaWorld’s insurance policies are subject to coverage limits, exclusions and deductible levels and are subject to non-renewal upon termination at the option of the applicable insurance company. OneSpaWorld’s inability to obtain insurance coverage at commercially reasonable rates for the potential liabilities that it faces could have a material adverse effect on OneSpaWorld’s results of operations and financial condition. In addition, in connection with insured claims, OneSpaWorld bears the risks associated with the fact that insurers often control decisions relating to pre-trial settlement of claims and other significant aspects of claims and their decisions may prove to not be in its best interests in all cases.

OneSpaWorld believes that OneSpaWorld’s current coverage is adequate to protect it against most of the significant risks involved in the conduct of its business, but it self-insures or use higher deductibles for various risks. Accordingly, OneSpaWorld is not protected against all risks (including failures by third-party service providers such as insurance brokers to fulfill their duties), which could result in unexpected increases in its expenses in the event of certain claims against OneSpaWorld.

If the types of services OneSpaWorld offers increase, the potential for claims against us also could increase. OneSpaWorld self-insures potential claims regarding certain of its medi-spa services. High visibility claims also could cause OneSpaWorld to receive adverse publicity and suffer a loss of sales, and, therefore, OneSpaWorld’s results of operations and financial condition could be materially adversely affected in such cases. OneSpaWorld is, and may in the future be, subject to other legal proceedings, including claims presented as class actions. Litigation is subject to many uncertainties, and OneSpaWorld cannot predict the outcome of individual matters. It is reasonably possible that the final resolution of these matters could have a material adverse effect on its results of operations and financial condition and cash flows.

OneSpaWorld’s Indebtedness Could Adversely Affect OneSpaWorld’s Financial Condition and Ability to Operate OneSpaWorld, and OneSpaWorld May Incur Additional Debt

Assuming there are no redemptions, OneSpaWorld, through its wholly-owned subsidiary, Dory Intermediate, expects to have $240,000,000 of indebtedness (including a revolving credit facility of $20,000,000) which may increase to $292,500,000 (including a revolving credit facility of $22,500,000) depending on a number of factors including the number of redemptions received and borrowings to have cash on hand. OneSpaWorld’s debt level and the terms of OneSpaWorld’s financing arrangements could adversely affect OneSpaWorld’s financial condition and limit OneSpaWorld’s ability to successfully implement OneSpaWorld’s growth strategies. In addition, under the credit facilities, certain of OneSpaWorld’s direct and indirect subsidiaries will grant the lenders a security interest in substantially all of their assets.

 

56


Table of Contents

OneSpaWorld’s ability to meet OneSpaWorld’s debt service obligations will depend on OneSpaWorld’s future performance, which will be affected by the other risk factors described herein. If OneSpaWorld does not generate enough cash flow to pay OneSpaWorld’s debt service obligations, OneSpaWorld may be required to refinance all or part of OneSpaWorld’s existing debt, sell OneSpaWorld’s assets, borrow more money or raise equity. OneSpaWorld may not be able to take any of these actions on a timely basis, on terms satisfactory to us, or at all.

OneSpaWorld’s Credit Facilities Will Contain Financial and Other Covenants. The Failure to Comply With Such Covenants Could Have An Adverse Effect On Us

OneSpaWorld’s credit facilities contemplated by the commitment letters will contain certain financial and other covenants including a maximum total first lien leverage ratio equal to or less than 7.50:1.00 contingent on credit extensions in excess of 35% of the total amount of commitments available under the revolving credit facility, and limitations on OneSpaWorld and its subsidiaries’ abilities to, among other things, incur and/or undertake asset sales and other dispositions, liens, indebtedness, certain acquisitions, and investments, consolidations, mergers, reorganizations and other fundamental changes, payment of dividends and other distributions to equity and warrant holders and prepayments of material subordinated debt, in each case, subject to customary exceptions materially consistent with credit facilities of such type and size. Assuming there are no redemptions, OneSpaWorld, through its wholly-owned subsidiary, Dory Intermediate, expects to have $240,000,000 of indebtedness (including a revolving credit facility of $20,000,000) which may increase to $292,500,000 (including a revolving credit facility of $22,500,000) depending on a number of factors including the number of redemptions received and borrowings to have cash on hand. Any failure to comply with the restrictions of the credit facilities may result in an event of default under the agreements. OneSpaWorld’s contemplated credit facilities bear interest at variable rates. If market interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect OneSpaWorld’s cash flow.

If OneSpaWorld is Unable to Execute Its Growth Strategies, Including Its Ability to Offer and Integrate New Services and Products, Its Business Could be Adversely Affected

The demands of consumers with respect to health and wellness services and products continue to evolve. Among other things, there is a continuing trend to add services at health and wellness centers similar to those traditionally provided in medical facilities, including services relating to skin care. If OneSpaWorld is unable to identify and capture new audiences, its ability to successfully integrate additional services and products will be adversely affected. OneSpaWorld’s ability to provide certain additional services depends on its ability to find appropriate third parties with whom to work in connection with these services and, in certain cases, could be dependent on its ability to fund substantial costs. OneSpaWorld cannot assure you that it will be able to find such appropriate third parties or be able to fund such costs. OneSpaWorld also cannot assure you that it will be able to continue to expand its health and wellness services sufficiently to keep up with consumer demand. Accordingly, OneSpaWorld may not be able to successfully implement its growth strategies or continue to maintain sales at its current rate, or at all. If OneSpaWorld fails to implement its growth strategies, its sales and profitability may be negatively impacted, which would adversely affect its business, financial condition and results of operations.

OneSpaWorld’s Business Could be Adversely Affected if OneSpaWorld is Unable to Successfully Protect Its Trademarks or Obtain New Trademarks

The market for OneSpaWorld’s services and products depends to a significant extent upon the value associated with its brand names. Although OneSpaWorld takes appropriate steps to protect its brand names, in the future, OneSpaWorld may not be successful in asserting trademark protection in connection with its efforts to grow its business or otherwise due to the nature of certain of its marks or for other reasons. In addition, the laws of certain foreign countries may not protect its intellectual property rights to the same extent as the laws of the United States. The costs required to protect OneSpaWorld’s trademarks and trade names may be substantial.

 

57


Table of Contents

If other parties infringe on OneSpaWorld’s intellectual property rights, the value of its brands in the marketplace may be diluted. In addition, any infringement of OneSpaWorld’s intellectual property rights would likely result in a commitment of its time and resources to protect these rights through litigation or otherwise. One or more adverse judgments with respect to these intellectual property rights could negatively impact OneSpaWorld’s ability to compete and could adversely affect its results of operations and financial condition.

OneSpaWorld is Subject to Currency Risk

Fluctuations in currency exchange rates compared to the U.S. dollar can impact OneSpaWorld’s results of operations, most significantly because OneSpaWorld pays for the administration of recruitment and training of its shipboard personnel in U.K. pounds Sterling and euros. Accordingly, while the relative strength of the U.S. dollar has improved recently, renewed weakness of the U.S. dollar against those currencies can adversely affect OneSpaWorld’s results of operations, as has occurred in some recent years. To the extent that the U.K. pound sterling or the euro is stronger than the U.S. dollar, OneSpaWorld’s results of operations and financial condition could be adversely affected.

OneSpaWorld May Be Exposed to the Threat Of Cyber Attacks and/or Data Breaches

Cyber attacks can vary in scope and intent from economically driven attacks to malicious attacks targeting OneSpaWorld’s key operating systems with the intent to disrupt, disable or otherwise cripple its maritime and/or land-based operations. This can include any combination of phishing attacks, malware and/or viruses targeted at OneSpaWorld’s key systems. The breadth and scope of this threat has grown over time, and the techniques and sophistication used to conduct cyber attacks, as well as the sources and targets of the attacks, change frequently. While OneSpaWorld invests time, effort and capital resources to secure its key systems and networks, it cannot provide assurance that it will be successful in preventing or responding to all such attacks.

A successful cyber attack may target us directly, or may be the result of a third-party vendor’s inadequate care. In either scenario, OneSpaWorld may suffer damage to its key systems and/or data that could interrupt OneSpaWorld’s operations, adversely impact its reputation and brand and expose us to increased risks of governmental investigation, litigation and other liability, any of which could adversely affect its business. Furthermore, responding to such an attack and mitigating the risk of future attacks could result in additional operating and capital costs in systems technology, personnel, monitoring and other investments.

In addition to malicious cyber attacks, OneSpaWorld is also subject to various risks associated with the collection, handling, storage and transmission of sensitive information. In the course of doing business, OneSpaWorld collects large volumes of internal, customer and other third-party data, including personally identifiable information and individual credit data, for various business purposes. OneSpaWorld is subject to federal, state and international laws (including the European Union General Data Protection Regulation (the “GDPR”) which took effect in May 2018), as well as industry standards, relating to the collection, use, retention, security and transfer of personally identifiable information and individual credit data. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between OneSpaWorld and its subsidiaries, and among OneSpaWorld, its subsidiaries and other parties with which OneSpaWorld has commercial relations. Several jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional restrictions. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with emerging and changing international requirements has caused, and may cause, us to incur substantial costs or require OneSpaWorld to change its business practices. If OneSpaWorld fails to comply with the various applicable data collection and privacy laws, it could be exposed to fines, penalties, restrictions, litigation or other expenses, and its business could be adversely impacted.

Even if OneSpaWorld is fully compliant with legal and/or industry standards and any relevant contractual requirements, it still may not be able to prevent security breaches involving sensitive data and/or critical systems. Any breach, theft, loss, or fraudulent use of guest, employee, third-party or company data, could adversely

 

58


Table of Contents

impact OneSpaWorld’s reputation and brand and its ability to retain or attract new customers, and expose us to risks of data loss, business disruption, governmental investigation, litigation and other liability, any of which could adversely affect its business. Significant capital investments and other expenditures could be required to remedy the problem and prevent future breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been breached. Further, if it or its vendors experience significant data security breaches or fail to detect and appropriately respond to significant data security breaches, it could be exposed to government enforcement actions and private litigation.

Changes in Privacy Law Could Adversely Affect OneSpaWorld’s Ability to Market Its Services Effectively

OneSpaWorld’s ability to market its services effectively is an important component of its business. OneSpaWorld relies on a variety of direct marketing techniques, including telemarketing, email marketing, and direct mail. Any further restrictions under laws such as the Telemarketing Sales Rule, the CAN-SPAM Act of 2003, the GDPR and various United States state laws or new federal laws regarding marketing and solicitation, or international data protection laws that govern these activities, could adversely affect the continuing effectiveness of telemarketing, email, and postal mailing techniques and could force further changes in its marketing strategy. If this were to occur, it may be unable to develop adequate alternative marketing strategies, which could impact its ability to effectively market and sell its services.

In addition, OneSpaWorld collects information relating to its customers for various business purposes, including marketing and promotional purposes. The collection and use of personal data, such as, among other things, credit card information, is governed by privacy laws and regulations of the United States and other jurisdictions. Privacy regulations continue to evolve and, occasionally, may be inconsistent from one jurisdiction to another. Compliance with applicable privacy regulations may increase OneSpaWorld’s operating costs and/or adversely impact its ability to market its services and products and serve its customers. In addition, non-compliance with applicable privacy regulations by OneSpaWorld or, in some instances, non-compliance by third parties engaged by OneSpaWorld, or a breach of security systems storing its data may result in fines, payment of damages or restrictions on its use or transfer of data.

Risks Related to the Business Combination

OneSpaWorld Has No Operating or Financial History and Its Results of Operations May Differ Significantly From the Unaudited Pro Forma Financial Data Included in This Document

OneSpaWorld has been recently incorporated and has no operating or financial history, and no revenues. This document includes unaudited pro forma condensed combined financial statements for OneSpaWorld. The unaudited pro forma condensed combined statement of operations of OneSpaWorld combines the historical audited results of operations of Haymaker for the year ended December 31, 2017 and unaudited results of Haymaker for the nine months ended September 30, 2018 with the historical audited results of operations of OSW Predecessor for the year ended December 31, 2017 and the unaudited results of OSW Predecessor for the nine months ended September 30, 2018, respectively, and gives pro forma effect to the Business Combination as if it had been consummated as of January 1, 2017. The unaudited pro forma condensed combined balance sheet of OneSpaWorld combines the historical balance sheets of Haymaker and OSW Predecessor as of September 30, 2018 and gives pro forma effect to the Business Combination as if it had been consummated on such date.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of OneSpaWorld. Accordingly, OneSpaWorld’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document.

 

59


Table of Contents

During the Pre-Closing Period, Haymaker and OSW Predecessor Are Prohibited From Entering Into Certain Transactions That Might Otherwise be Beneficial to Haymaker, OSW Predecessor or Their Respective Stockholders

Until the earlier of consummation of the Business Combination or termination of the Transaction Agreement, Haymaker and OSW Predecessor are subject to certain limitations on the operations of their businesses, each as summarized under the “The Transaction Agreement and Related Agreements—Covenants.”

The limitations on Haymaker’s and OSW Predecessor’s conduct of their businesses during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

The Need to Obtain Required Regulatory Approvals May Delay or Prevent Consummation of the Business Combination or Reduce the Estimated Benefits of the Business Combination

Consummation of the Business Combination is conditioned upon, among other things, the receipt of any material governmental authorizations, consents, orders and approvals, as further described under “Regulatory Approvals Related to the Business Combination.” These regulatory conditions may not be satisfied for an extended period of time after the Special Meeting, which may delay or prevent consummation of the Business Combination. If governmental bodies seek to impose conditions, lengthy negotiations may ensue among such governmental bodies, Haymaker and OSW Predecessor. Such negotiations may delay or prevent consummation of the Business Combination and could result in additional costs.

In addition, OneSpaWorld has applied to the National Economic Council and the Bahamas Investment Authority for approval to acquire, as contemplated by the Transaction Agreement, certain Bahamian equity interests from the Sellers. Although the consummation of the Business Combination is not conditioned on approval from these Bahamian regulatory bodies, it is possible that OneSpaWorld’s application may be rejected and that such rejection could adversely impact OneSpaWorld’s ability to operate certain health and wellness centers at destination resorts within the Commonwealth of The Bahamas.

Uncertainties About the Business Combination During the Pre-closing Period May Cause a Loss of Key Management Personnel and Other Key Employees

OSW Predecessor is dependent on the experience and industry knowledge of its key management personnel and other key employees to operate their businesses and execute their business plans. OneSpaWorld’s success following the Business Combination will depend in part upon its ability to retain OSW Predecessor’s existing key management personnel and other key employees and attract new management personnel and other key employees. During the pre-closing period, current and prospective employees of OSW Predecessor may experience uncertainty about their roles with OneSpaWorld after the Business Combination, which may adversely affect the ability of OneSpaWorld to retain or attract management personnel and other key employees.

Uncertainties About the Business Combination During the Pre-closing Period May Cause Customers and Vendors to Delay or Defer Decisions Concerning OSW Predecessor or Seek to Change Existing Arrangements

There may be uncertainty regarding whether the Business Combination will occur. This uncertainty may cause customers and vendors to delay or defer decisions concerning OSW Predecessor, which could negatively affect OSW’s business. Suppliers may seek to change existing agreements with OSW Predecessor as a result of the Business Combination for these or other reasons.

Haymaker Sponsor and Haymaker’s Officers and Directors Agreed to Vote in Favor of the Business Combination, Regardless of How Haymaker’s Public Stockholders Vote

Unlike many other blank check companies in which the founders agree to vote their Founder Shares and any public shares purchased by them during or after such company’s initial public offering in accordance with the

 

60


Table of Contents

majority of the votes cast by the public stockholders in connection with an initial business combination, Haymaker Sponsor and Haymaker’s officers and directors agreed, and their permitted transferees will agree, pursuant to the terms of a letter agreement entered into with Haymaker, to vote any Founder Shares held by them, as well as any public shares owned by them, in favor the Business Combination. As of the record date, Haymaker Sponsor owned 20% of the issued and outstanding Haymaker Common Shares, including all of the Founder Shares, and will be able to vote all of such shares at the Special Meeting. Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination than would be the case if Haymaker Sponsor agreed to vote any Haymaker Common Shares owned by it in accordance with the majority of the votes cast by Haymaker’s public stockholders.

Certain of the Material Agreements of OSW Predecessor Are Subject to Change of Control Provisions

OSW Predecessor is party to certain agreements, some of which are material to its business, that contain change of control provisions or otherwise require the consent of its counterparties in connection with the consummation of the Business Combination. To the extent that OneSpaWorld is unable to obtain consents under these agreements in connection with the consummation of the Business Combination, such agreements may be terminated. If OneSpaWorld is unable to replace such terminated agreements with consistent terms it could have a material adverse effect on the results of operations and the financial condition of OneSpaWorld.

Haymaker May Waive One or More of the Conditions to the Business Combination

Haymaker may agree to waive, in whole or in part, one or more of the conditions to Haymaker’s obligations to complete the Business Combination, to the extent permitted by its amended and restated certificate of incorporation and applicable laws. If Haymaker determines that a breach of any obligation is not material, then Haymaker may elect to waive that condition and close the Business Combination. Haymaker may not waive the condition that Haymaker public stockholders approve the Business Combination. Please see the section entitled “The Transaction Agreement and Related Agreements—Conditions to Closing of the Business Combination” for additional information.

Subsequent to the Consummation of the Business Combination, OneSpaWorld May be Required to Take Writedowns or Write-offs, Restructuring and Impairment or Other Charges That Could Have a Significant Negative Effect on its Financial Condition, Results of Operations and Stock Price, Which Could Cause You to Lose Some or All of Your Investment

Although Haymaker has conducted due diligence on OSW Predecessor, Haymaker cannot assure you that this diligence revealed all material issues that may be present in OSW Predecessor’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Haymaker’s and OSW Predecessor’s control will not later arise. As a result, OneSpaWorld may be forced to later writedown or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if Haymaker’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Haymaker’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on OneSpaWorld’s liquidity, the fact that OneSpaWorld reports charges of this nature could contribute to negative market perceptions about the post-combination company or its securities. In addition, charges of this nature may cause OneSpaWorld to be unable to obtain future financing on favorable terms or at all.

The Unaudited Pro Forma Condensed Combined Financial Information Included in this Document May Not be Indicative of What OneSpaWorld’s Actual Financial Position or Results of Operations Would Have Been

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what OneSpaWorld’s actual financial position or results of operations would have been had the Business Combination been completed on the dates

 

61


Table of Contents

indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” for more information.

The IRS May Not Agree with the Position That OneSpaWorld Should Be Treated as a Foreign Corporation for U.S. Federal Income Tax Purposes Following the Business Combination

Although OneSpaWorld will be incorporated under the laws of The Bahamas, the IRS may assert that OneSpaWorld should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to section 7874 of the U.S. Tax Code. For U.S. federal income tax purposes, a corporation is generally considered a tax resident in the jurisdiction of its organization or incorporation. Because OneSpaWorld will be incorporated under the laws of The Bahamas, OneSpaWorld would generally be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) for U.S. federal income tax purposes. Section 7874 provides an exception pursuant to which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are complex and there is limited guidance as to their application. If it were determined that OneSpaWorld should be taxed as a U.S. corporation for U.S. federal income tax purposes under section 7874, OneSpaWorld would be liable for U.S. federal income tax on its income just like any other U.S. corporation and certain distributions made by OneSpaWorld to non-U.S. holders of OneSpaWorld securities would be subject to U.S. withholding tax.

As more fully described under “Material Tax Considerations—Tax Treatment of OneSpaWorld—Tax Residence of OneSpaWorld for U.S. Federal Income Tax Purposes,” section 7874 is currently expected to apply in a manner such that OneSpaWorld should not be treated as a U.S. corporation for U.S. federal income tax purposes. However, holders are cautioned that the application of section 7874 to OneSpaWorld will be determined as of the closing of the Business Combination, by which time there could be changes to the relevant facts and circumstances that could affect this determination. In addition, there could be a future change in law under section 7874 of the U.S. Tax Code, the Treasury Regulations promulgated thereunder or otherwise that could have an effect on the application of section 7874 applies to OneSpaWorld. No IRS ruling has been requested or will be obtained regarding the U.S. federal income tax consequences of the Business Combination or any other matter described in this prospectus/proxy statement. There can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described above or that, if challenged, such treatment will be sustained by a court.

The Business Combination May be a Taxable Event for Haymaker Stockholders

It is possible that the Business Combination will be a tax-deferred transaction to a U.S. holder of Class A Shares that does not exercise its redemption rights. However, this result is dependent upon certain requirements being met, including Haymaker receiving ownership statements from a sufficient number of holders of Haymaker Common Shares at the closing of the Business Combination to establish that OneSpaWorld Shares representing 50% or less of the total voting power and total value of the stock of OneSpaWorld is received in the Business Combination by Haymaker stockholders who are U.S. persons. In addition, although the matter is not free from doubt, a U.S. holder may recognize gain with respect to its Haymaker Public Warrants as a result of the Business Combination. For more information, see the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations” of this document.

OneSpaWorld and/or its Non-U.S. Subsidiaries Could Be CFCs, Which Could Result in Adverse U.S. Federal Income Tax Consequences

If OneSpaWorld or any of its subsidiaries is a CFC for any taxable year, then any U.S. person who is a U.S. Shareholder as to such CFC may be subject to adverse U.S. tax consequences and some or all of such CFC’s income may be recharacterized as U.S. source income subject to adverse tax rules. A U.S. person is a “U.S. Shareholder” with respect to a foreign corporation if such person owns directly, indirectly or constructively at least 10% of the voting power or value of stock of such corporation. If U.S. Shareholders, in the aggregate, own

 

62


Table of Contents

more than 50% of the voting power or value of the stock of such corporation, the foreign corporation will be classified as a CFC. Additionally, as a result of changes introduced by the Tax Cuts and Jobs Act (the “Act”), even absent U.S. Shareholders with downward direct or indirect interests in a foreign corporation, a U.S. subsidiary of OneSpaWorld alone may cause certain related foreign corporations to be treated as CFCs by reason of “downward attribution.”

Given that OneSpaWorld will be publicly held, the constructive ownership rules under section 318 of the U.S. Tax Code may make it difficult to determine whether any U.S. person is a U.S. Shareholder as to OneSpaWorld and its non-U.S. subsidiaries and whether OneSpaWorld or any of its non-U.S. subsidiaries is a CFC.

A portion of the OneSpaWorld group’s earnings will be attributable to operating onboard health and wellness centers aboard cruise ships in international waters. Under section 863(d) of the U.S. Tax Code, such income would generally be sourced outside the United States. For an entity that is a CFC, however, regulations under section 863(d) would treat such income as U.S. source income and thus subject to incremental taxation, except to the extent that the income, based on all the facts and circumstances, is attributable to functions performed, resources employed, or risks assumed in a foreign country. In light of issues raised by the new downward attribution rule, however, the IRS has announced in Notice 2018-13 that, pending the issuance of further guidance, taxpayers may ignore the new downward attribution rule for purposes of determining the source of space and ocean income for U.S. federal income tax purposes. OneSpaWorld and its non-U.S. subsidiaries intend to rely on this notice in determining the source of their income. Thus, there could be adverse tax consequences if the notice were repealed or modified.

Please see the section entitled “Material Tax Considerations—U.S. Holders—Controlled Foreign Corporation Rules” for a more detailed discussion with respect to these CFC issues. U.S. holders are urged to consult their tax advisors regarding the possible application of the CFC rules to holders of the OneSpaWorld Shares and OneSpaWorld Public Warrants.

OneSpaWorld May Be a Passive Foreign Investment Company (“PFIC”), Which Could Result in Adverse U.S. Federal Income Tax Consequences to U.S. Investors

If OneSpaWorld or any of its subsidiaries is a PFIC for any taxable year, or portion thereof, that is included in the holding period of a beneficial owner of the OneSpaWorld Shares or OneSpaWorld Public Warrants who or that is for U.S. federal income tax purposes (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source or (iv) a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons has authority to control all substantial decisions of the trust or (2) the trust has a valid election in place to be treated as a U.S. person (a “U.S. holder”), such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. OneSpaWorld and its subsidiaries are not currently expected to be treated as PFICs for U.S. federal income tax purposes for the taxable year of the Business Combination or for foreseeable future taxable years. However, this conclusion is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to change. Accordingly, there can be no assurance that OneSpaWorld or any of its subsidiaries will not be treated as a PFIC for any taxable year. Moreover, OneSpaWorld does not expect to provide a PFIC annual information statement for 2018 or going forward. Please see the section entitled “Material Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules” for a more detailed discussion with respect to OneSpaWorld’s PFIC status. U.S. holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of the OneSpaWorld Shares and OneSpaWorld Public Warrants.

 

63


Table of Contents

Risks Related to Ownership of OneSpaWorld Shares and OneSpaWorld Public Warrants

Each of Steiner Leisure and Haymaker Sponsor Will Own a Significant Portion of OneSpaWorld Shares and Will Have Representation on the OneSpaWorld Board. Steiner Leisure and Haymaker Sponsor May Have Interests That Differ From Those of Other Shareholders

Upon the completion of the Business Combination and the Secondary Private Placement, approximately 15% of OneSpaWorld Shares will be beneficially owned by Steiner Leisure, approximately 5% of OneSpaWorld Shares will be beneficially owned by Haymaker Sponsor (or approximately 7% on a fully-diluted basis) and approximately 28% of OneSpaWorld Shares will be beneficially owned by the Private Placement Investors. These levels of ownership interests assume that no Class A Shares are elected to be redeemed by Haymaker’s public stockholders and exclude the exercise of outstanding warrants. In addition, one of OneSpaWorld’s director nominees was designated by Steiner Leisure and two of OneSpaWorld’s director nominees are affiliated with Haymaker Sponsor. As a result, Steiner Leisure and Haymaker Sponsor may be able to significantly influence the outcome of matters submitted for director action, subject to OneSpaWorld’s directors’ obligation to act in the interest of all of OneSpaWorld’s stakeholders, and for shareholder action, including the designation and appointment of the OneSpaWorld Board (and committees thereof) and approval of significant corporate transactions, including business combinations, consolidations and mergers. The influence of Steiner Leisure and Haymaker Sponsor over OneSpaWorld’s management could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of OneSpaWorld, which could cause the market price of OneSpaWorld Shares to decline or prevent OneSpaWorld’s shareholders from realizing a premium over the market price for OneSpaWorld Shares. Additionally, Haymaker Sponsor is in the business of making investments in companies, and Haymaker Sponsor (or its affiliates) may from time to time acquire and hold interests in businesses that compete directly or indirectly with OneSpaWorld or that supply OneSpaWorld with goods and services. Haymaker Sponsor (or its affiliates) may also pursue acquisition opportunities that may be complementary to (or competitive with) OneSpaWorld’s business, and as a result those acquisition opportunities may not be available to OneSpaWorld. Under the “Business Opportunities” section of the OneSpaWorld Memorandum and Articles of Association, among other things, OneSpaWorld has renounced any interest or expectancy of OneSpaWorld or its subsidiaries being offered an opportunity to participate in any potential transaction opportunities available to Steiner Leisure and certain of its affiliates and related parties, such parties have no obligation to communicate or offer such potential transaction opportunities to OneSpaWorld, and such parties will have no duty to refrain from engaging in the same or similar businesses as OneSpaWorld. Prospective investors in OneSpaWorld Shares should consider that the interests of Steiner Leisure and Haymaker Sponsor may differ from their interests in material respects.

If OneSpaWorld Fails to Maintain an Effective System of Internal Control Over Financial Reporting, OneSpaWorld May Not Be Able to Accurately Report Its Financial Results or Prevent Fraud. As a Result, Shareholders Could Lose Confidence in OneSpaWorld’s Financial and Other Public Reporting, Which Is Likely to Negatively Affect OneSpaWorld’s Business and the Market Price of OneSpaWorld Shares

Effective internal control over financial reporting is necessary for OneSpaWorld to provide reliable financial reports and prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in OneSpaWorld’s implementation could cause OneSpaWorld to fail to meet its reporting obligations. In addition, any testing conducted by OneSpaWorld, or any testing conducted by OneSpaWorld’s independent registered public accounting firm, may reveal deficiencies in OneSpaWorld’s internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to OneSpaWorld’s financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in OneSpaWorld’s reported financial information, which is likely to negatively affect OneSpaWorld’s business and the market price of OneSpaWorld Shares.

OneSpaWorld will be required to disclose changes made in its internal controls and procedures on a quarterly basis and its management will be required to assess the effectiveness of these controls annually.

 

64


Table of Contents

However, for as long as OneSpaWorld is an “emerging growth company” under the JOBS Act, its independent registered public accounting firm will not be required to attest to the effectiveness of OneSpaWorld’s internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. OneSpaWorld could be an “emerging growth company” for up to five years. An independent assessment of the effectiveness of OneSpaWorld’s internal controls could detect problems that OneSpaWorld’s management’s assessment might not. Undetected material weaknesses in OneSpaWorld’s internal controls could lead to financial statement restatements and require OneSpaWorld to incur the expense of remediation.

The Market Price and Trading Volume of OneSpaWorld Shares May Be Volatile and Could Decline Significantly Following the Business Combination

The stock markets, including NASDAQ, on which OneSpaWorld intends to list the OneSpaWorld Shares have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for OneSpaWorld Shares following the Business Combination, the market price of OneSpaWorld Shares may be volatile and could decline significantly. In addition, the trading volume in OneSpaWorld Shares may fluctuate and cause significant price variations to occur. If the market price of OneSpaWorld Shares declines significantly, you may be unable to resell your shares at or above the market price of OneSpaWorld Shares as of the date of the consummation of the Business Combination. OneSpaWorld cannot assure you that the market price of OneSpaWorld Shares will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

 

   

the realization of any of the risk factors presented in this proxy statement/prospectus;

 

   

actual or anticipated differences in OneSpaWorld’s estimates, or in the estimates of analysts, for OneSpaWorld’s revenues, results of operations, level of indebtedness, liquidity or financial condition;

 

   

additions and departures of key personnel;

 

   

failure to comply with the requirements of NASDAQ;

 

   

failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

 

   

future issuances, sales or resales, or anticipated issuances, sales or resales, of OneSpaWorld Shares;

 

   

publication of research reports about OneSpaWorld, its resorts, or the lodging industry generally;

 

   

the performance and market valuations of other similar companies;

 

   

broad disruptions in the financial markets, including sudden disruptions in the credit markets;

 

   

speculation in the press or investment community;

 

   

actual, potential or perceived control, accounting or reporting problems; and

 

   

changes in accounting principles, policies and guidelines.

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This type of litigation could result in substantial costs and divert OneSpaWorld’s management’s attention and resources, which could have a material adverse effect on OneSpaWorld.

If Securities or Industry Analysts Do Not Publish Research, Publish Inaccurate or Unfavorable Research or Cease Publishing Research About OneSpaWorld, Its Share Price and Trading Volume Could Decline Significantly

The market for OneSpaWorld Shares will depend in part on the research and reports that securities or industry analysts publish about OneSpaWorld or its business. Securities and industry analysts do not currently, and may never, publish research on OneSpaWorld. If no securities or industry analysts commence coverage of

 

65


Table of Contents

OneSpaWorld, the market price and liquidity for OneSpaWorld Shares could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover OneSpaWorld downgrade their opinions about OneSpaWorld Shares, publish inaccurate or unfavorable research about OneSpaWorld, or cease publishing about OneSpaWorld regularly, demand for OneSpaWorld Shares could decrease, which might cause its share price and trading volume to decline significantly.

OneSpaWorld Will Issue OneSpaWorld Shares in the Primary Private Placement to Complete the Business Combination. Such Issuance Will Dilute the Interest of Haymaker’s Public Stockholders and Likely Present Other Risks

It is anticipated that, upon completion of the Business Combination and the Secondary Private Placement: (i) Haymaker’s public stockholders (i.e., other than the Private Placement Investors) will own approximately 52% of the outstanding OneSpaWorld Shares, or approximately 57% on a fully-diluted basis; (ii) the Private Placement Investors will own approximately 28% of the outstanding OneSpaWorld Shares, or approximately 24% on a fully-diluted basis; (iii) Haymaker Sponsor will own approximately 5% of the outstanding OneSpaWorld Shares, or approximately 7% on a fully-diluted basis; and (iv) Sellers will own approximately 15% of the outstanding OneSpaWorld Shares, or approximately 12% on a fully-diluted basis. These levels of ownership interests assume that no Class A Shares are elected to be redeemed by Haymaker’s public stockholders.

Each of the above calculations exclude 1,600,000 OneSpaWorld Shares issuable to Haymaker Sponsor and 5,000,000 OneSpaWorld Shares issuable to the Sellers, in each case upon the occurrence of certain events. In addition, to the extent that interest on the amounts in Haymaker’s trust account, as of immediately prior to the closing of the Business Combination (without giving effect to any redemptions), plus $400,000, and less the sum of redemptions in excess of $50,000,000, is greater than zero, such amount will increase the cash consideration to the Sellers at the closing of the Business Combination and correspondingly decrease the number of OneSpaWorld Shares issuable to the Sellers. The above calculations do not give effect to this potential adjustment.

If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Haymaker’s existing stockholders in the post-combination company will be different.

OneSpaWorld Has Not Registered and May Not Register the OneSpaWorld Shares Issuable Upon Exercise of the OneSpaWorld Public Warrants Under Any Applicable Securities Laws and as a Result, the Holder of Such OneSpaWorld Public Warrants May Not Be Entitled to Exercise Such OneSpaWorld Public Warrants and Such OneSpaWorld Public Warrants May Have No Value and Expire Worthless

OneSpaWorld has not registered the OneSpaWorld Shares issuable upon exercise of the OneSpaWorld Public Warrants issuable in connection with the Business Combination under the Securities Act or any state securities laws at this time. However, under the terms of the amended and restated warrant agreement, OneSpaWorld has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Business Combination, OneSpaWorld will use its reasonable best efforts to file with the SEC a registration statement for the registration under the Securities Act of the OneSpaWorld Shares issuable upon exercise of the OneSpaWorld Public Warrants and the OneSpaWorld Private Placement Warrants and thereafter will use its reasonable best efforts to cause the same to become effective within 60 business days following the Business Combination and to maintain a current prospectus relating to the OneSpaWorld Shares issuable upon exercise of the OneSpaWorld Public Warrants, until the expiration of the OneSpaWorld Public Warrants in accordance with the provisions of the amended and restated warrant agreement. OneSpaWorld cannot assure you that it will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

 

66


Table of Contents

If the OneSpaWorld Shares issuable upon exercise of the OneSpaWorld Public Warrants are not registered under the Securities Act within 60 business days following the Business Combination, OneSpaWorld will be required to permit holders to exercise their OneSpaWorld Public Warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and OneSpaWorld will not be obligated to issue any OneSpaWorld Shares to holders seeking to exercise their OneSpaWorld Public Warrants, unless the issuance of the OneSpaWorld Shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if OneSpaWorld Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, OneSpaWorld may, at its option, require holders of OneSpaWorld Public Warrants who exercise their OneSpaWorld Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event OneSpaWorld so elects, OneSpaWorld will not be required to file or maintain in effect a registration statement, but OneSpaWorld will be required to use its best efforts to register or qualify the OneSpaWorld Shares under applicable blue sky laws to the extent an exemption is not available.

In no event will OneSpaWorld be required to net cash settle any warrant, or issue securities or other compensation in exchange for the OneSpaWorld Public Warrants in the event that OneSpaWorld is unable to register or qualify the OneSpaWorld Shares issuable upon exercise of the OneSpaWorld Public Warrants issuable in connection with the Business Combination under applicable state securities laws and there is no exemption available. If the issuance of the OneSpaWorld Shares upon exercise of the OneSpaWorld Public Warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their OneSpaWorld Public Warrants as part of a purchase of Haymaker units ultimately will have paid the full unit purchase price solely for the OneSpaWorld Shares issuable in connection with the Business Combination. If and when the OneSpaWorld Public Warrants become redeemable by OneSpaWorld, OneSpaWorld may not exercise its redemption right if the issuance of OneSpaWorld Shares upon exercise of the OneSpaWorld Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or it is unable to effect such registration or qualification. OneSpaWorld will use its best efforts to register or qualify such OneSpaWorld Shares under the blue sky laws of the state of residence in those states in which the Haymaker Public Warrants were offered by Haymaker in the Haymaker IPO.

Even if the Business Combination Is Consummated the OneSpaWorld Public Warrants May Never Be in the Money, and They May Expire Worthless

The exercise price for the OneSpaWorld Public Warrants is $11.50 per OneSpaWorld Share. The OneSpaWorld Public Warrants may never be in the money prior to their expiration, and as such, the warrants may expire worthless.

Future Issuances of Debt Securities and/or Equity Securities May Adversely Affect OneSpaWorld, Including the Market Price of OneSpaWorld Shares, and May Be Dilutive to Existing OneSpaWorld Shareholders

In the future, OneSpaWorld may incur debt and/or issue equity ranking senior to the OneSpaWorld Shares. Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing covenants restricting OneSpaWorld’s operating flexibility. Additionally, any convertible or exchangeable securities that OneSpaWorld issues in the future may have rights, preferences and privileges more favorable than those of the OneSpaWorld Shares. Because OneSpaWorld’s decision to issue debt and/or equity in the future will depend, in part, on market conditions and other factors beyond OneSpaWorld’s control, it cannot predict or estimate the amount, timing, nature or success of OneSpaWorld’s future capital raising efforts. As a result, future capital raising efforts may reduce the market price of OneSpaWorld Shares and be dilutive to existing OneSpaWorld shareholders.

 

67


Table of Contents

You May Have Difficulty Enforcing Judgments Against OneSpaWorld

OneSpaWorld is an international business company incorporated under the laws of the Commonwealth of The Bahamas. A substantial portion of OneSpaWorld’s assets are located outside the United States. As a result, it may be difficult or impossible to:

 

   

effect service of process within the United States upon OneSpaWorld; or

 

   

enforce, against OneSpaWorld, court judgments obtained in U.S. courts, including judgments relating to U.S. federal securities laws.

It is unlikely that Bahamian courts would entertain original actions against Bahamian companies, their directors or officers predicated solely upon U.S. federal securities laws. The Bahamian courts may apply any rule of Bahamian law which is mandatory irrespective of the governing law and may refuse to apply a rule of such governing law of the relevant documents, if it is manifestly incompatible with the public policy of The Bahamas. Furthermore, judgments based upon any civil liability provisions of the U.S. federal securities laws are not directly enforceable in The Bahamas. Rather, a lawsuit must be brought in The Bahamas on any such judgment. The courts of The Bahamas would recognize a U.S. judgment as a valid judgment, and permit the same to provide the basis of a fresh action in The Bahamas and should give a judgment based thereon without there being a re-trial or reconsideration of the merits of the case provided that (i) the courts in the United States had proper jurisdiction under Bahamian conflict of law rules over the parties subject to such judgment, (ii) the judgment is for a debt or definite sum of money other than a sum payable in respect of taxes or charges of a like nature or in respect of a fine or penalty, (iii) the U.S. courts did not contravene the rules of natural justice of The Bahamas, (iv) the judgment was not obtained by fraud on the part of the party in whose favor the judgment was given or of the Court pronouncing it, (v) the enforcement of such judgment would not be contrary to the public policy of The Bahamas, (vi) the correct procedures under the laws of The Bahamas are duly complied with, (vii) the judgment is not inconsistent with a prior Bahamian judgment in respect of the same matter and (viii) enforcement proceedings are instituted within six years after the date of such judgment.

Certain Provisions in the OneSpaWorld Memorandum and Articles of Association May Limit Shareholders’ Ability to Affect a Change in Management or Control

The OneSpaWorld Memorandum and Articles of Association include certain provisions which may have the effect of delaying or preventing a future takeover or change in control of OneSpaWorld that shareholders may consider to be in their best interests. Among other things, the OneSpaWorld Memorandum and Articles of Association provide for a classified board of directors serving staggered terms of three years, super majority voting requirements with respect to certain significant transactions and restrictions on the acquisition of greater than 9.99% ownership without the OneSpaWorld Board’s approval. OneSpaWorld’s equity plans and its officers’ employment agreements provide certain rights to plan participants and those officers, respectively, in the event of a change in control of OneSpaWorld. For more information, see “Description of OneSpaWorld Securities.”

 

68


Table of Contents

Risks Related to Haymaker

Haymaker Sponsor and Haymaker’s Officers and Directors Have Interests in the Business Combination That Are Different From or Are in Addition to Other Haymaker Stockholders in Recommending That Haymaker Stockholders Vote in Favor of Approval of the Business Combination Proposal and Approval of the Other Proposals Described in This Proxy Statement/Prospectus

When considering the Haymaker Board’s recommendation that Haymaker stockholders vote in favor of the approval of the Business Combination Proposal, Haymaker stockholders should be aware that aside from their interests as stockholders, to the extent that such persons own Haymaker Common Shares, Haymaker Sponsor and Haymaker’s officers and directors have interests in the Business Combination that are different from, or in addition to, those of other Haymaker stockholders generally. These interests include, among other things:

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors have agreed not to redeem any Haymaker Common Shares held by them in connection with a stockholder vote to approve a proposed initial business combination;

 

   

the fact that Haymaker Sponsor paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at $30,000,000 (excluding any deferred OneSpaWorld Shares and assuming a value of $10.00 per share) after giving effect to the forfeitures contemplated by the Transaction Agreement and the Sponsor Support Agreement, but, given the restrictions on such shares, Haymaker believes such shares have less value;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Haymaker fails to complete an initial business combination by October 27, 2019;

 

   

the fact that Haymaker Sponsor will forfeit a portion of its OneSpaWorld Private Placement Warrants and will receive deferred OneSpaWorld Shares;

 

   

the fact that the OSW Lock-Up Agreement will be entered into by OneSpaWorld, the directors and officers of OneSpaWorld, Haymaker Sponsor, the directors and officers of Haymaker Sponsor, and Steiner Leisure which, among other things, modifies the Haymaker Founder Lock-Up Period;

 

   

the fact that Haymaker Sponsor paid an aggregate of $8,000,000 for its 8,000,000 Private Placement Warrants to purchase Class A Shares and that such Private Placement Warrants will expire worthless if a business combination is not consummated by October 27, 2019;

 

   

the right of Haymaker Sponsor to hold OneSpaWorld Shares and the OneSpaWorld Shares to be issued to Haymaker Sponsor upon exercise of its OneSpaWorld Private Placement Warrants following the Business Combination, subject to certain lock-up periods;

 

   

the anticipated service of Steven J. Heyer (Haymaker’s Chief Executive Officer and a member of the Haymaker Board) and Andrew R. Heyer (Haymaker’s President and a member of the Haymaker Board) as directors of OneSpaWorld following the Business Combination;

 

   

the continued indemnification of Haymaker’s existing directors and officers and the continuation of Haymaker’s directors’ and officers’ liability insurance after the Business Combination;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors may not participate in the formation of, or become directors or officers of, any other blank check company until Haymaker (i) has entered into a definitive agreement regarding an initial business combination or (ii) fails to complete an initial business combination by October 27, 2019;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors will lose their entire investment in Haymaker and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by October 27, 2019; and

 

69


Table of Contents
   

the fact that if the Trust Account is liquidated, including in the event Haymaker is unable to complete an initial business combination within the required time period, Haymaker Sponsor has agreed to indemnify Haymaker to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Haymaker has entered into an acquisition agreement or claims of any third-party for services rendered or products sold to Haymaker, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

These interests may influence Haymaker’s directors in making their recommendation that Haymaker stockholders vote in favor of the approval of the Business Combination.

Haymaker Sponsor Holds a Significant Number of Haymaker Common Shares and Will Lose Its Entire Investment in Haymaker if a Business Combination Is Not Completed

Haymaker Sponsor currently holds 8,250,000 Founder Shares, representing 20% of the total outstanding Haymaker Common Shares upon completion of the Business Combination. The Founder Shares will be worthless if Haymaker does not complete a business combination by October 27, 2019. In addition, Haymaker Sponsor holds an aggregate of 8,000,000 Private Placement Warrants that will also be worthless if Haymaker does not complete a business combination by October 27, 2019.

The personal and financial interests of Haymaker’s officers and directors may have influenced their motivation in identifying and selecting OSW, completing a business combination with OSW Predecessor and may influence their operation of OneSpaWorld following the Business Combination.

Since Haymaker Sponsor and Haymaker’s Executive Officers and Directors Will Not Be Eligible to Be Reimbursed for Their Out-Of-Pocket Expenses if a Business Combination Is Not Completed, a Conflict of Interest May Arise in Determining Whether a Particular Business Combination Target Is Appropriate for a Business Combination

At the closing of Haymaker’s initial business combination, Haymaker Sponsor and Haymaker’s executive officers and directors, and any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Haymaker’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on Haymaker’s behalf. These financial interests of Haymaker Sponsor and Haymaker’s executive officers and directors may influence their motivation in identifying and selecting a target business combination and completing the Business Combination.

Haymaker is Not Required to Obtain an Opinion From an Independent Investment Banking Firm or From an Independent Accounting Firm, and Consequently, You May Have No Assurance From an Independent Source That the Price Haymaker is Paying for the Business is Fair to Haymaker From a Financial Point of View

Haymaker is not required to, and did not, obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, that the price Haymaker is paying under the Transaction Agreement is fair to Haymaker from a financial point of view. Haymaker’s public stockholders are therefore relying on the judgment of the Haymaker Board, who determined fair market value based on standards generally accepted by the financial community. Haymaker Sponsor and Haymaker’s executive officers and directors have interests in the Business Combination that are different from, or in addition to, those of other Haymaker stockholders generally. The Haymaker Board was aware of and considered those interests, among other matters, in evaluating and negotiating the Business Combination and in recommending to Haymaker stockholders that they approve the Business Combination. Please see the section entitled “The Business Combination—Interests of Certain Persons in the Business Combination” for more information.

 

70


Table of Contents

Haymaker May Not Hold an Annual Meeting of Stockholders Until After the Consummation of the Business Combination, Which Could Delay the Opportunity for its Stockholders to Elect Directors

In accordance with NASDAQ corporate governance requirements, Haymaker is not required to hold an annual meeting until one year after its first fiscal year end following its listing on NASDAQ. Under Section 211(b) of the DGCL, Haymaker is, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with Haymaker’s bylaws unless such election is made by written consent in lieu of such a meeting. Haymaker may not hold an annual meeting of stockholders to elect new directors prior to the consummation of the Business Combination, and thus it may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if Haymaker stockholders want it to hold an annual meeting prior to the consummation of the Business Combination, they may attempt to force Haymaker to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

On January 11, 2019, Haymaker received a letter from the staff of the Listing Qualifications Department of NASDAQ notifying Haymaker that it no longer complies with NASDAQ Listing Rule 5620(a) for continued listing due to its failure to hold an annual meeting of stockholders within twelve months of the end of the Haymaker’s fiscal year ended December 31, 2017. Haymaker has 45 calendar days from January 11, 2019 to submit a plan to regain compliance. Haymaker delayed the holding of its annual meeting of stockholders due to the pendency of the Business Combination and the Special Meeting. If Haymaker is unable to consummate the Business Combination for any reason, it intends to file and mail to its stockholders a definitive annual meeting proxy statement and to hold an annual meeting as soon as possible thereafter.

Haymaker Sponsor May Exert A Substantial Influence On Actions Requiring a Stockholder Vote, Potentially in a Manner That You Do Not Support

Haymaker Sponsor currently owns shares representing 20% of Haymaker’s issued and outstanding shares of common stock. Accordingly, it may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to Haymaker’s amended and restated certificate of incorporation and approval of major corporate transactions. If Haymaker Sponsor purchases any additional securities in an open-market transaction or in privately negotiated transactions, this would increase its control. In addition, the Haymaker Board, whose members were elected by Haymaker Sponsor, the initial stockholder of Haymaker, is divided into three classes, each of which generally serves for a term of three years with only one class of directors being elected in each year. Haymaker may not hold an annual meeting of stockholders to elect new directors prior to the completion of the Business Combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual meeting, as a consequence of Haymaker’s “staggered” board of directors, only a minority of the board of directors will be considered for election and Haymaker Sponsor, because of its ownership position, will have considerable influence regarding the outcome. Accordingly, Haymaker Sponsor will continue to exert a substantial influence at least until the completion of the Business Combination.

Haymaker Sponsor and Haymaker’s Directors, Executive Officers, Advisors, and Their Respective Affiliates May Elect to Purchase Shares from Haymaker Public Stockholders or Take Other Actions, Which May Influence a Vote on the Business Combination

Haymaker Sponsor and Haymaker’s directors, executive officers, advisors and their affiliates may purchase Class A Shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement or take other actions that such stockholder, although still the record holder of the Class A Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that Haymaker Sponsor or Haymaker’s directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already

 

71


Table of Contents

elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases would be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a closing condition in the Transaction Agreement regarding certain redemption thresholds, where it appears that such requirement would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible.

You Will Not Have Any Rights or Interests in Funds from the Trust Account, Except Under Certain Limited Circumstances. To Liquidate Your Investment, Therefore, You May be Forced to Sell Your Class A Shares or Haymaker Public Warrants, Potentially at a Loss

Haymaker’s public stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) the completion of an initial business combination, and then only in connection with those Class A Shares that such stockholder properly elects to redeem, subject to the limitations described in this proxy statement/prospectus; (ii) the redemption of public shares in connection with a stockholder vote to amend any provisions of Haymaker’s amended and restated certificate of incorporation relating to stockholders’ rights or pre-initial business combination activity; and (iii) the redemption of public shares if Haymaker is unable to complete an initial business combination by October 27, 2019, subject to applicable law and as further described herein. In no other circumstances will a public stockholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Class A Shares or Haymaker Public Warrants, potentially at a loss.

Haymaker May Not Be Able to Complete its Initial Business Combination by October 27, 2019, in Which Case Haymaker Would Cease All Operations Except for the Purpose of Winding Up and Haymaker Would Redeem Its Public Shares and Liquidate, in Which Case Haymaker’s Public Stockholders May Only Receive $10.00 Per Class A Share, or Less Than Such Amount in Certain Circumstances, and Haymaker’s Existing Warrants Will Expire Worthless

Haymaker must complete its initial business combination by October 27, 2019. If Haymaker has not completed its initial business combination by such date, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the trust account and not previously released to Haymaker to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and the Haymaker Board, dissolve and liquidate, subject in each case to Haymaker’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, Haymaker’s public stockholders may only receive $10.00 per Class A Share, and the Haymaker’s existing warrants will expire worthless. In certain circumstances, Haymaker’s public stockholders may receive less than $10.00 per Class A Share on the redemption of their shares.

If the Business Combination is Not Completed, Potential Target Businesses May Have Leverage Over Haymaker in Negotiating a Business Combination and Haymaker’s Ability to Conduct Due Diligence on a Business Combination as it Approaches its Dissolution Deadline May Decrease, Which Could Undermine Haymaker’s Ability to Complete a Business Combination on Terms That Would Produce Value for Haymaker’s Stockholders

Any potential target business with which Haymaker enters into negotiations concerning a business combination will be aware that Haymaker must complete an initial business combination by October 27, 2019. Consequently, if Haymaker is unable to complete this Business Combination, a potential target may obtain

 

72


Table of Contents

leverage over Haymaker in negotiating a business combination, knowing that Haymaker may be unable to complete a business combination with another target business by October 27, 2019. This risk will increase as Haymaker gets closer to the timeframe described above. In addition, Haymaker may have limited time to conduct due diligence and may enter into a business combination on terms that Haymaker would have rejected upon a more comprehensive investigation.

Because of Haymaker’s Limited Resources and the Significant Competition for Business Combination Opportunities, if this Business Combination is not Completed, it May Be More Difficult for Haymaker to Complete an Initial Business Combination. In Addition, Resources Could Be Wasted in Researching Acquisitions that are not Completed, Which Could Materially Adversely Affect Subsequent Attempts to Locate and Acquire or Merge With Another Business. If Haymaker is Unable to Complete an Initial Business Combination by October 27, 2019, Haymaker’s Public Stockholders May Receive Only Approximately $10.00 Per Share, On the Liquidation of the Trust Account (or Less Than $10.00 Per Share in Certain Circumstances), and Haymaker’s Haymaker Public Warrants Will Expire Worthless

If Haymaker is unable to complete the Business Combination, Haymaker would expect to encounter intense competition from other entities having a business objective similar to its business objective, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses Haymaker could acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than Haymaker does and Haymaker’s financial resources will be relatively limited when contrasted with those of many of these competitors. While Haymaker believes there are numerous target businesses Haymaker could potentially acquire with the net proceeds of the Haymaker IPO and the sale of the Private Placement Warrants, Haymaker’s ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by Haymaker’s available financial resources. This inherent competitive limitation may give others an advantage in pursuing the acquisition of certain target businesses. Furthermore, if Haymaker is obligated to pay cash for Class A Shares being redeemed and/or makes purchases of its public shares, the resources available to Haymaker for a business combination will be reduced. Any of these obligations may place Haymaker at a competitive disadvantage in successfully negotiating a business combination.

Haymaker anticipates that, if Haymaker is unable to complete this Business Combination, the investigation of other specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If Haymaker decides not to complete a specific business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if Haymaker reaches an agreement relating to a specific target business, Haymaker may fail to complete such business combination (including the Business Combination described in this proxy statement/prospectus) for any number of reasons including those beyond Haymaker’s control. Any such event will result in a loss to Haymaker of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

If Haymaker does not complete this Business Combination and is unable to complete an initial business combination by October 27, 2019, Haymaker’s public stockholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances) and Haymaker Public Warrants will expire worthless.

 

73


Table of Contents

The Exercise of Discretion by Haymaker’s Directors and Officers in Agreeing to Changes to the Terms of or Waivers of Closing Conditions in, the Transaction Agreement May Result in a Conflict of Interest When Determining Whether Such Changes to the Terms of the Transaction Agreement or Waivers of Conditions are Appropriate and in the Best Interests of the Public Stockholders of Haymaker

In the period leading up to the closing of the Business Combination, other events may occur that, pursuant to the Transaction Agreement, would require Haymaker to agree to amend the Transaction Agreement, to consent to certain actions or to waive rights that Haymaker is entitled to under those agreements. Such events could arise because of changes in the course of OSW Predecessor’s business, a request by the OSW Predecessor shareholders or OSW Predecessor to undertake actions that would otherwise be prohibited by the terms of the Transaction Agreement or the occurrence of other events that would have a material adverse effect on OSW Predecessor’s business and would entitle Haymaker to terminate the Transaction Agreement. In any of such circumstances, it would be in the discretion of Haymaker, acting through the Haymaker Board, to grant its consent or waive its rights. The existence of the financial and personal interests of Haymaker’s directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for Haymaker and the public stockholders of Haymaker and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Haymaker does not believe there will be any changes or waivers that Haymaker’s directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the Business Combination that would have a material impact on the stockholders, Haymaker will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of the Haymaker public stockholders with respect to the Business Combination Proposal.

Haymaker Will Incur Significant Transaction and Transition Costs in Connection With the Business Combination

Haymaker has incurred and expects to incur significant, non-recurring costs in connection with consummating the Business Combination. All expenses incurred in connection with the Transaction Agreement and the transactions contemplated thereby (including the Business Combination and the Haymaker Merger), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs; provided that Haymaker will not incur, without the prior written consent of Sellers, transaction expenses in excess of $35,000,000; and provided, further that, if the closing of the Business Combination occurs, Haymaker will pay certain expenses of the OSW Predecessor and reimburse Sellers for, or pay, certain expenses to be incurred by OneSpaWorld, Dory Intermediate, Dory Foreign Holding Company and Dory US Merger Sub.

Haymaker’s transaction expenses as a result of the Business Combination are currently estimated at approximately $35,000,000, including payment of $12,150,000 in deferred underwriting commissions to the underwriters of the Haymaker IPO.

If Third Parties Bring Claims Against Haymaker, the Proceeds Held in the Trust Account Could be Reduced and the Per-share Redemption Amount Received by Stockholders May be Less Than $10.00 Per Share

Haymaker’s placing of funds in the Trust Account may not protect those funds from third-party claims against Haymaker. Although Haymaker will seek to have all vendors, service providers (other than Haymaker’s independent auditors), prospective target businesses or other entities with which Haymaker does business execute agreements with Haymaker waiving any right, title, interest or claim of any kind in or to any funds held in the Trust Account for the benefit of Haymaker’s public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage

 

74


Table of Contents

with respect to a claim against Haymaker’s assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the funds held in the Trust Account, Haymaker’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to Haymaker than any alternative.

Examples of possible instances where Haymaker may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Haymaker and will not seek recourse against the Trust Account for any reason. Upon redemption of Haymaker’s public shares, if Haymaker is unable to complete the Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the Business Combination, Haymaker will be required to provide for payment of claims of creditors that were not waived that may be brought against Haymaker within the ten years following redemption. Accordingly, the per-share redemption amount received by Haymaker’s public stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

Haymaker Sponsor has agreed that it will be liable to Haymaker if and to the extent any claims by a vendor for services rendered or products sold to Haymaker, or a prospective target business with which Haymaker has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Haymaker’s indemnity of the underwriters of the Haymaker IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, Haymaker Sponsor will not be responsible to the extent of any liability for such third-party claims. Haymaker has not independently verified whether Haymaker Sponsor has sufficient funds to satisfy its indemnity obligations and believes that Haymaker Sponsor’s only assets are securities of Haymaker. Haymaker Sponsor may not have sufficient funds available to satisfy those obligations. Haymaker has not asked Haymaker Sponsor to reserve for such eventuality, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for a business combination and redemptions could be reduced to less than $10.00 per public share. In such event, Haymaker may not be able to complete a business combination, and Haymaker stockholders would receive such lesser amount per share in connection with any redemption of public shares. None of Haymaker’s officers or directors will indemnify Haymaker for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Haymaker’s Directors May Decide Not to Enforce the Indemnification Obligations of Haymaker Sponsor, Resulting in a Reduction in the Amount of Funds in the Trust Account Available for Distribution to Haymaker’s Public Stockholders

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share or (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and Haymaker Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Haymaker’s independent directors would determine whether to take legal action against Haymaker Sponsor to enforce its indemnification obligations. While Haymaker currently expects that its independent directors would take legal action on its behalf against Haymaker Sponsor to enforce its indemnification obligations to Haymaker, it is possible that Haymaker’s independent directors in exercising

 

75


Table of Contents

their business judgment may choose not to do so in any particular instance. If Haymaker’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Haymaker’s public stockholders may be reduced below $10.00 per share.

If, Before Distributing the Proceeds in the Trust Account to Haymaker Public Stockholders, Haymaker Files a Bankruptcy Petition or an Involuntary Bankruptcy Petition is Filed Against Haymaker That is Not Dismissed, the Claims of Creditors in Such Proceeding May Have Priority Over the Claims of Haymaker’s Stockholders and the Per-share Amount That Would Otherwise Be Received by Haymaker’s Stockholders in Connection With Haymaker’s Liquidation May Be Reduced

If, before distributing the proceeds in the Trust Account to Haymaker public stockholders, Haymaker files a bankruptcy petition or an involuntary bankruptcy petition is filed against Haymaker that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Haymaker’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Haymaker’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by Haymaker’s stockholders in connection with its liquidation may be reduced.

Haymaker’s Stockholders May Be Held Liable for Claims by Third Parties Against Haymaker to the Extent of Distributions Received by Them Upon Redemption of their Shares

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to Haymaker’s public stockholders upon the redemption of the Class A Shares in the event Haymaker does not complete its initial business combination by October 27, 2019, may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is Haymaker’s intention to redeem Class A Shares as soon as reasonably possible following October 27, 2019, in the event Haymaker does not complete its business combination and, therefore, Haymaker does not intend to comply with the foregoing procedures.

Because Haymaker will not be complying with Section 280, Section 281(b) of the DGCL requires Haymaker to adopt a plan, based on facts known to Haymaker at such time that will provide for its payment of all existing and pending claims or claims that may be potentially brought against it within the 10 years following Haymaker’s dissolution. However, because Haymaker is a blank check company, rather than an operating company, and its operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from Haymaker’s vendors (such as lawyers, investment bankers and auditors) or prospective target businesses. If Haymaker’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. Haymaker cannot assure you that it will properly assess all claims that may be potentially brought against Haymaker. As such, Haymaker’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Haymaker’s stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to Haymaker’s public stockholders upon the redemption of the Class A Shares in the event Haymaker does not complete its initial business combination by October 27, 2019 is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other

 

76


Table of Contents

circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

If, After Haymaker Distributes the Proceeds in the Trust Account to its Public Stockholders, Haymaker Files a Bankruptcy Petition or an Involuntary Bankruptcy Petition is Filed Against Haymaker That is Not Dismissed, a Bankruptcy Court May Seek to Recover Such Proceeds, and the Members of the Haymaker Board may be Viewed as Having Breached Their Fiduciary Duties to Haymaker’s Creditors, Thereby Exposing the Members of the Haymaker Board and Haymaker to Claims of Punitive Damages

If, after Haymaker distributes the proceeds in the Trust Account to its public stockholders, Haymaker files a bankruptcy petition or an involuntary bankruptcy petition is filed against Haymaker that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Haymaker’s stockholders. In addition, the Haymaker Board may be viewed as having breached its fiduciary duty to Haymaker’s creditors and/or having acted in bad faith, thereby exposing itself and Haymaker to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

Haymaker Stockholders May Have Limited Remedies if Their Shares Suffer a Reduction in Value Following the Business Combination

Any Haymaker stockholders who choose to remain stockholders following a business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Haymaker’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy statement relating to a business combination contained an actionable material misstatement or material omission.

Risks Related to the Redemption

Haymaker Does Not Have a Specified Maximum Redemption Threshold. The Absence of Such a Redemption Threshold May Make it Possible for Haymaker to Complete a Business Combination With Which a Substantial Majority of its Stockholders Do Not Agree

Haymaker’s amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will Haymaker redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Business Combination, such that Haymaker is not subject to the SEC’s “penny stock” rules. This minimum net tangible asset amount is also required as an obligation to each party’s obligation to consummate the Business Combination under the Transaction Agreement. The Transaction Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares being less than or equal to $50,000,000, provided, however, that the Seller Representative may waive such condition and elect to receive additional OneSpaWorld Shares with an aggregate value (based on a valuation of $10.00 per share) equal to the amount of redemptions exceeding $50,000,000, and the amount of cash consideration will be correspondingly reduced. The commitments that Haymaker received to provide debt financing include up to $50,000,000 to be used for cash consideration to the Sellers if Haymaker stockholders elect to redeem their Class A Shares.

The Subscription Agreements and Stock Purchase Agreements (to the extent such Secondary Purchaser has not previously waived such condition in the Subscription Agreement) provide that the closings of the Primary Private Placement and the Secondary Private Placement, respectively, are conditioned on redemptions of Class A Shares not exceeding $165,000,000. The Transaction Agreement further provides that each party’s obligation to

 

77


Table of Contents

consummate the Business Combination is conditioned on redemptions of Class A Shares not exceeding $50,000,000, provided, however, that Steiner Leisure may waive such condition and elect to receive additional OneSpaWorld Shares (and reduce the amount of cash consideration) in the amount of redemptions exceeding $50,000,000 (and in the case of redemptions exceeding $165,000,000, the amount of any shortfall in the Primary Private Placement resulting from such excess redemptions).

As a result, Haymaker may be able to complete the Business Combination even though a substantial portion of its public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to Haymaker Sponsor or Haymaker’s officers, directors, advisors or their affiliates.

In the event the aggregate cash consideration Haymaker would be required to pay for all Class A Shares that are validly submitted for redemption exceeds the thresholds described above (and the related condition is not waived), Haymaker will not complete the Business Combination or redeem any shares, all Class A Shares submitted for redemption will be returned to the holders thereof, and Haymaker instead may search for an alternate business combination.

If You or a “Group” of Stockholders of Which You are a Part Are Deemed to Hold an Aggregate of More Than 20% of the Class A Shares Issued in the Haymaker IPO, You (or, if a Member of Such a Group, All of the Members of Such Group in the Aggregate) Will Lose the Ability to Redeem All Such Shares in Excess of 20% of the Class A Shares Issued in the Haymaker IPO

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the Class A Shares included in the units sold in the Haymaker IPO. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, Haymaker will require each public stockholder seeking to exercise redemption rights to certify to Haymaker whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to share ownership available to Haymaker at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which Haymaker makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over Haymaker’s ability to consummate the Business Combination and you could suffer a material loss on your investment in Haymaker if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if Haymaker consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 20% of the shares sold in the Haymaker IPO and, in order to dispose of such excess shares, would be required to sell your Class A Shares in open market transactions, potentially at a loss. There is no assurance that the value of such excess shares will appreciate over time following the Business Combination or that the market price of the Class A Shares will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge Haymaker’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, Haymaker’s stockholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

A Stockholder’s Decision Whether to Redeem its Shares for a Pro Rata Portion of the Trust Account May Not Put the Stockholder in a Better Future Economic Position

The price at which a Haymaker stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination may not be favorable. Certain events following the consummation of any initial business combination, including the Business Combination,

 

78


Table of Contents

may cause an increase in the stock price, and may result in a lower value realized now than a stockholder of Haymaker might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Stockholders of Haymaker Who Wish to Redeem Their Shares for a Pro Rata Portion of the Trust Account Must Comply With Specific Requirements for Redemption, Which May Make It Difficult for Them to Exercise Their Redemption Rights Prior to the Deadline. If Stockholders Fail to Comply With the Redemption Requirements Specified in this Proxy Statement/prospectus, They Will Not Be Entitled to Redeem Their Class A Shares for a Pro Rata Portion of the Funds Held in the Trust Account

Haymaker public stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things (i) submit a request in writing and (ii) tender their certificates to the Transfer Agent or deliver their shares to the Transfer Agent electronically through the DWAC system at least two business days prior to the Special Meeting. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and the Transfer Agent will need to act to facilitate this request. Stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because Haymaker does not have any control over this process or over the brokers, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Stockholders electing to redeem their shares will receive their pro rata portion of the Trust Account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. Please see the section entitled “Special Meeting of Haymaker Stockholders—Redemption Rights” for additional information on how to exercise your redemption rights.

If a Public Stockholder Fails to Receive Notice of Haymaker’s Offer to Redeem its Public Shares in Connection With the Business Combination, or Fails to Comply With the Procedures for Tendering its Shares, Such Shares May Not Be Redeemed

Haymaker will comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite Haymaker’s compliance with these rules, if a public stockholder fails to receive Haymaker’s tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy materials, as applicable, that Haymaker will furnish to holders of its public shares in connection with the Business Combination will describe the various procedures that must be complied with in order to validly redeem public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

The Ability of Haymaker’s Public Stockholders to Exercise Redemption Rights With Respect to a Large Number of Haymaker’s Shares Could Increase the Probability That the Business Combination Would Be Unsuccessful and That You Would Have to Wait for Liquidation in Order to Redeem Your Shares

Each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares being less than or equal to $50,000,000, provided, however, that the Seller Representative may waive such condition and elect to receive additional OneSpaWorld Shares (and reduce the amount of cash consideration) in the amount of redemptions exceeding $50,000,000. The commitments that Haymaker received to provide debt financing include up to $50,000,000 to be used for cash consideration to the Sellers if Haymaker stockholders elect to redeem their Class A Shares. In the event that Haymaker’s public stockholders exercise

 

79


Table of Contents

redemption rights with respect to a number of Haymaker’s public shares such that this condition is not met, and the Seller Representative does not elect to waive such condition and elect to receive additional OneSpaWorld Shares, the Business Combination will not be completed. If the Business Combination is not completed in the required time set forth in the Transaction Agreement and Haymaker is unable to complete an initial business combination by October 27, 2019, you would not receive your pro rata portion of the Trust Account until the Trust Account is liquidated. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time Haymaker shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with the redemption until Haymaker liquidates or you are able to sell your shares in the open market.

 

80


Table of Contents

GENERAL INFORMATION

Presentation of Financial Information

This proxy statement/prospectus contains:

 

   

the audited combined financial statements of OSW Predecessor as of and for the years ended December 31, 2017 and 2016, the period from December 9, 2015 through December 31, 2015 and the period from January 1, 2015 through December 8, 2015 (Predecessor);

 

   

the unaudited condensed combined financial statements of OSW Predecessor as of and for the nine months ended September 30, 2018, as of December 31, 2107 and for the nine months ended September 30, 2017;

 

   

the audited financial statements of Haymaker as of and for the period from April 26, 2017 (inception) to December 31, 2017;

 

   

the unaudited condensed financial statements of Haymaker, as of and for the three and nine months ended September 30, 2018, and for the period from April 26, 2017 (inception) to September 30, 2017; and

 

   

the unaudited pro forma condensed combined financial statements of OSW Predecessor and Haymaker for the year ended December 31, 2017 and as of and for the nine months ended September 30, 2018.

Unless indicated otherwise, financial data presented in this document has been taken from the audited and unaudited financial statements of Haymaker included in this document, and the audited and unaudited combined financial statements of OSW Predecessor included in this document. Where information is identified as “unaudited,” it has not been subject to an audit.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements contained in this proxy statement/prospectus constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect current views, as applicable, with respect to, among other things, such entity’s capital resources and results of operations. Likewise, all statements regarding anticipated growth in operations, anticipated market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement/prospectus are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement. None of OneSpaWorld, Haymaker or OSW Predecessor guarantees that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

 

   

possible delays in closing the Business Combination, whether due to the inability to obtain Haymaker stockholder or regulatory approval, or failure to satisfy any of the other conditions to closing the Business Combination, as set forth in the Transaction Agreement;

 

   

any waivers of the conditions to closing the Business Combination as may be permitted in the Transaction Agreement;

 

81


Table of Contents
   

general economic uncertainty and the effect of general economic conditions on the health and wellness industry in particular;

 

   

any termination of agreements with cruise lines and destination resort health and wellness centers;

 

   

dependence on the cruise industry;

 

   

requirements to make minimum payments under our agreements and potential for increasing payments;

 

   

increased costs;

 

   

dependence on our key officers and qualified employees;

 

   

possible adverse changes in tax laws or changes in our business that could increase our taxes;

 

   

dependence on the hospitality industry;

 

   

competition with passenger activity alternatives;

 

   

risks of non-United States operations and hostilities;

 

   

severe weather;

 

   

early termination of health and wellness center agreements;

 

   

delays in new ship introductions;

 

   

market price and trading volume volatility and potential decline; and

 

   

the other factors described under the headings “Risk Factors,” “OSW Predecessor Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this proxy statement/prospectus.

While forward-looking statements reflect the good faith beliefs of OneSpaWorld’s, Haymaker’s and/or OSW Predecessor, as applicable, they are not guarantees of future performance. OneSpaWorld, Haymaker and OSW Predecessor disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement/prospectus, except as required by applicable law. For a further discussion of these and other factors that could cause future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the sections entitled “Risk Factors” and “OSW Predecessor Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).

 

82


Table of Contents

SPECIAL MEETING OF HAYMAKER STOCKHOLDERS

This proxy statement/prospectus is being provided to Haymaker stockholders as part of a solicitation of proxies by the Haymaker Board for use at the Special Meeting of Haymaker stockholders to be held on March 6, 2019, and at any adjournment or postponement thereof. This proxy statement/prospectus contains important information regarding the Special Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement/prospectus is being first mailed on or about February 14, 2019 to all stockholders of record of Haymaker as of February 11, 2019, the record date for the Extraordinary Meeting. Stockholders of record who owned Haymaker Common Shares at the close of business on the record date are entitled to receive notice of, attend and vote at the Special Meeting. On the record date, there were 41,250,000 Haymaker Common Shares outstanding.

Date, Time and Place of Special Meeting

The Special Meeting will be held at 650 Fifth Avenue, 10th Floor, New York, NY 10019, on March 6, 2019 at 8:00 A.M., or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Proposals at the Special Meeting

At the Special Meeting, Haymaker stockholders will vote on the following proposals:

 

   

Business Combination Proposal—To adopt and approve the Transaction Agreement, the Ancillary Documents, and the consummation of the transactions contemplated by the Transaction Agreement and the Ancillary Documents, including, among other things, the Business Combination and the Haymaker Merger (Proposal No. 1).

 

   

Charter Proposal—To consider and vote upon, on a non-binding advisory basis, two proposals to approve certain governance provisions contained in the OneSpaWorld Memorandum and Articles of Association related to shareholding limits for certain shareholders of OneSpaWorld and voting thresholds for approval of certain matters, that are not required by Bahamian law and materially affect stockholder rights (collectively, Proposal No. 2).

 

   

Lock-Up Amendment Proposal—To ratify the entry into the OSW Lock-Up Agreement by Haymaker Sponsor and the directors and officers of Haymaker which, among other things, modifies the Haymaker Founder Lock-Up Period (Proposal No. 3).

 

   

Adjournment Proposal—To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal or the Lock-Up Amendment Proposal (Proposal No. 4).

THE HAYMAKER BOARD UNANIMOUSLY RECOMMENDS THAT

YOU VOTE “FOR” EACH OF THESE PROPOSALS.

Voting Power; Record Date

As a stockholder of Haymaker, you have a right to vote on certain matters affecting Haymaker. The proposals that will be presented at the Special Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement/prospectus. You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned Haymaker Common Shares at the close of business

 

83


Table of Contents

on February 11, 2019, which is the record date for the Special Meeting. You are entitled to one vote for each Share of Class A Shares that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 41.25 million Haymaker Common Shares outstanding, of which 33 million are public shares and 8.25 million are Founder Shares.

Vote of Haymaker Sponsor and Haymaker’s Officers and Directors

Prior to the Haymaker IPO, Haymaker entered into a letter agreement with Haymaker Sponsor and Haymaker’s officers and directors, pursuant to which each agreed to vote any Haymaker Common Shares owned by them in favor of an initial business combination. As of the record date, Haymaker Sponsor owned     % of the issued and outstanding Haymaker Common Shares, including all of the Founder Shares, and will be able to vote all of such shares at the Special Meeting.

Haymaker Sponsor and Haymaker’s officers and directors have waived any redemption rights, including with respect to Class A Shares purchased in the Haymaker IPO or in the aftermarket, in connection with Business Combination. Any Founder Shares owned by Haymaker Sponsor or the officers and directors of Haymaker have no redemption rights upon the liquidation of Haymaker and will be worthless if no business combination is effected by Haymaker by October 27, 2019. However, Haymaker Sponsor and Haymaker’s officers and directors are entitled to redemption rights upon the liquidation of Haymaker with respect to any public shares they may own.

Quorum and Required Vote for Proposals for the Special Meeting

The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the outstanding Haymaker Common Shares and Founder Shares entitled to vote on such matter and a majority of the outstanding Founder Shares, voting separately as a single class. Accordingly, a Haymaker stockholder’s failure to vote by proxy or to vote in person at the Special Meeting and broker non-votes will not be counted towards the number of Haymaker Common Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote and broker non-votes will be counted as a vote “AGAINST” the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, and will be counted as a vote “AGAINST” the Business Combination Proposal. Haymaker Sponsor and Haymaker’s officers and directors agreed to vote their Founder Shares and any public shares purchased by them during or after the Haymaker IPO in favor of the Business Combination Proposal.

The approval of the Charter Proposal, the Lock-Up Amendment Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Haymaker stockholders present in person or represented by proxy at the meeting and entitled to vote on such matters. Accordingly, a Haymaker stockholder’s failure to vote by proxy or to vote in person at the Special Meeting and broker non-votes will not be counted towards the number of Haymaker Common Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote and broker non-votes will have no effect on such proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established, and will have no effect on the Charter Proposal, the Lock-Up Amendment Proposal or the Adjournment Proposal.

The Business Combination is conditioned on the approval of the Business Combination Proposal and the Lock-Up Amendment Proposal at the Special Meeting. The Charter Proposal is non-binding and is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that, in the event that the Business Combination Proposal does not receive the requisite vote for approval, Haymaker will not consummate the Business Combination. If Haymaker does

 

84


Table of Contents

not consummate the Business Combination and fails to complete an initial business combination by October 27, 2019, Haymaker will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public stockholders.

Recommendation to Haymaker Stockholders

The Haymaker Board believes that each of the Business Combination Proposal, the Charter Proposal, the Lock-Up Amendment Proposal and the Adjournment Proposal to be presented at the Special Meeting is in the best interests of Haymaker and its stockholders and unanimously recommends that its stockholders vote “FOR” each of the proposals.

When you consider the recommendation of the Haymaker Board in favor of approval of the Business Combination Proposal, you should keep in mind that Haymaker Sponsor and certain members of the Haymaker Board and officers of Haymaker have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. These interests include, among other things:

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors agreed not to redeem any of the Haymaker Common Shares held by them in connection with a stockholder vote to approve a proposed initial business combination;

 

   

the fact that Haymaker Sponsor paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at $30,000,000 (excluding any deferred OneSpaWorld Shares and assuming a value of $10.00 per share) after giving effect to the forfeitures contemplated by the Transaction Agreement and the Sponsor Support Agreement, but, given the restrictions on such shares, Haymaker believes such shares have less value;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Haymaker fails to complete an initial business combination by October 27, 2019;

 

   

the fact that Haymaker Sponsor will forfeit a portion of its OneSpaWorld Private Placement Warrants and will receive deferred OneSpaWorld Shares;

 

   

the fact that the OSW Lock-Up Agreement will be entered into by OneSpaWorld, the directors and officers of OneSpaWorld, Haymaker Sponsor, the directors and officers of Haymaker Sponsor, and Steiner Leisure which, among other things, modifies the Haymaker Fonder Lock-Up Period;

 

   

the fact that Haymaker Sponsor paid an aggregate of $8,000,000 for its 8,000,000 Private Placement Warrants to purchase Class A Shares and that such Private Placement Warrants will expire worthless if a business combination is not consummated by October 27, 2019;

 

   

the right of Haymaker Sponsor to hold OneSpaWorld Shares and the OneSpaWorld Shares to be issued to Haymaker Sponsor upon exercise of its OneSpaWorld Private Placement Warrants following the Business Combination, subject to certain lock-up periods;

 

   

the anticipated service of Steven J. Heyer (Haymaker’s Chief Executive Officer and a member of the Haymaker Board) and Andrew R. Heyer (Haymaker’s President and a member of the Haymaker Board) as directors of OneSpaWorld following the Business Combination;

 

   

the continued indemnification of Haymaker’s existing directors and officers and the continuation of Haymaker’s directors’ and officers’ liability insurance after the Business Combination;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors may not participate in the formation of, or become directors or officers of, any other blank check company until Haymaker (i) has

 

85


Table of Contents
 

entered into a definitive agreement regarding an initial business combination or (ii) fails to complete an initial business combination by October 27, 2019;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors will lose their entire investment in Haymaker and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by October 27, 2019; and

 

   

the fact that if the Trust Account is liquidated, including in the event Haymaker is unable to complete an initial business combination within the required time period, Haymaker Sponsor has agreed to indemnify Haymaker to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Haymaker has entered into an acquisition agreement or claims of any third-party for services rendered or products sold to Haymaker, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

These interests may influence Haymaker’s directors in making their recommendation that Haymaker stockholders vote in favor of the approval of the Business Combination.

Broker Non-Votes and Abstentions

Broker non-votes are not considered present for the purposes of establishing a quorum, and will (i) be counted as a vote “AGAINST” the Business Combination Proposal, but (ii) have no effect on the Charter Proposal, the Lock-Up Amendment Proposal and the Adjournment Proposal.

Abstentions are considered present for the purposes of establishing a quorum, and will (i) be counted as a vote “AGAINST” the Business Combination Proposal, but (ii) have no effect on the Charter Proposal, the Lock-Up Amendment Proposal and the Adjournment Proposal.

In general, if your shares are held in “street” name and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your shares, your broker, bank or other nominee, in its sole discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any non-routine matters. None of the proposals at the Special Meeting are routine matters. As such, without your voting instructions, your brokerage firm cannot vote your shares on any proposal to be voted on at the Special Meeting.

Voting Your Shares—Stockholders of Record

If you are a Haymaker stockholder of record, you may vote by mail or in person at the Special Meeting. Each Share of Class A Shares that you own in your name entitles you to one vote on each of the proposals for the Special Meeting. Your one or more proxy cards show the number of Haymaker Common Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Haymaker Common Shares will be voted as recommended by the Haymaker Board. The Haymaker Board recommends voting “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Lock-Up Amendment Proposal and “FOR” the Adjournment Proposal.

 

86


Table of Contents

Voting in Person at the Meeting. If you attend the Special Meeting and plan to vote in person, you will be provided with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you will need to bring to the Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. That is the only way Haymaker can be sure that the broker, bank or nominee has not already voted your Haymaker Common Shares. Please see “—Attending the Special Meeting” below for more details.

Voting Your Shares—Beneficial Owners

If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement/prospectus is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. As a beneficial owner, if you wish to vote at the Special Meeting, you will need to bring to the Special Meeting a legal proxy from your broker, bank or other nominee authorizing you to vote those shares. Please see “—Attending the Special Meeting” below for more details.

Attending the Special Meeting

Only Haymaker stockholders on the record date or their legal proxy holders may attend the Special Meeting. To be admitted to the Special Meeting, you will need a form of photo identification and valid proof of ownership of Haymaker Common Shares or a valid legal proxy. If you have a legal proxy from a stockholder of record, you must bring a form of photo identification and the legal proxy to the Special Meeting. If you have a legal proxy from a “street name” stockholder, you must bring a form of photo identification, a legal proxy from the record holder (that is, the bank, broker or other holder of record) to the “street name” stockholder that is assignable, and the legal proxy from the “street name” stockholder to you. Stockholders may appoint only one proxy holder to attend on their behalf.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Special Meeting or at the Special Meeting by doing any one of the following:

 

   

you may send another proxy card with a later date;

 

   

you may notify Haymaker’s Secretary in writing to Haymaker Acquisition Corp., 650 Fifth Avenue, Floor 10, New York, New York 10019, before the Special Meeting that you have revoked your proxy; or

 

   

you may attend the Special Meeting, revoke your proxy, and vote in person, as indicated above.

No Additional Matters

The Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Charter Proposal, the Lock-Up Amendment Proposal and the Adjournment Proposal. Under the amended and restated certificate of incorporation of Haymaker, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

 

87


Table of Contents

Who Can Answer Your Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your Haymaker Common Shares, you may call Morrow Sodali LLC, Haymaker’s proxy solicitor, at (800) 662-5200 (toll free), or banks and brokers, please call collect at (203) 658-9400.

Redemption Rights

Pursuant to Haymaker’s amended and restated certificate of incorporation, any holders of Haymaker public shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable, calculated as of two business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds a portion of the proceeds of the Haymaker IPO and the sale of the Founder Warrants (calculated as of two business days prior to the consummation of the Business Combination, less taxes payable). For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $336,670,506 as of December 31, 2018, the estimated per share redemption price would have been approximately $10.17, after paying approximately $1,106,000 in taxes due on the income earned on the amounts held in the Trust Account.

In order to exercise your redemption rights, you must:

 

   

prior to 5:00 PM Eastern Time on March 4, 2019 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that Haymaker redeem your public shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

 

   

affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to the Class A Shares. Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the Class A Shares included in the units sold in the Haymaker IPO, which is referred to herein as the “20% threshold.” Accordingly, all public shares in excess of the 20% threshold beneficially owned by a Haymaker public stockholder or group will not be redeemed for cash; and

 

   

deliver your public shares either physically or electronically through DTC’s DWAC system to the Transfer Agent at least two business days before the Special Meeting. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. Stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set

 

88


Table of Contents

forth in this proxy statement/prospectus, which is two business days prior to the vote on the proposal to approve the Business Combination at the Special Meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s DWAC system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Business Combination is approved.

Any demand for redemption, once made, may be withdrawn at any time until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Haymaker’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Haymaker’s transfer agent return the shares (physically or electronically). You may make such request by contacting Haymaker’s transfer agent at the phone number or address listed under the question “Questions and Answers About the Business Combination and the Extraordinary General Meeting—Who can help answer my questions?” above.

If you hold public units registered in your own name, you must deliver the certificate for such public units to Continental Stock Transfer & Trust Company, the Transfer Agent, with written instructions to separate such public units into Class A Shares and Haymaker Public Warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the public units.

If a broker, dealer, commercial bank, trust company or other nominee holds your public units, you must instruct such nominee to separate your public units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, the Transfer Agent. Such written instructions must include the number of public units to be split and the nominee holding such public units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Class A Shares and Haymaker Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the public units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

If you hold public units registered in your own name, you must deliver the certificate for such public units to Continental Stock Transfer & Trust Company, the Transfer Agent, with written instructions to separate such public units into Class A Shares and Haymaker Public Warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the public units.

If a broker, dealer, commercial bank, trust company or other nominee holds your public units, you must instruct such nominee to separate your public units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, the Transfer Agent. Such written instructions must include the number of public units to be split and the nominee holding such public units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Class A Shares and Haymaker Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the public units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of Class A Share by Haymaker’s public stockholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $336,670,506 as of December 31, 2018.

 

89


Table of Contents

Prior to exercising redemption rights, Haymaker stockholders should verify the market price of the Class A Shares, as stockholders may receive higher proceeds from the sale of their Class A Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Class A Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Class A Shares when you wish to sell your shares.

The Transaction Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares being less than or equal to $50,000,000, provided, however, that the Seller Representative may waive such condition and elect to receive additional OneSpaWorld Shares with an aggregate value (based on a valuation of $10.00 per share) equal to the amount of redemptions exceeding $50,000,000, and the amount of cash consideration will be correspondingly reduced. The commitments that Haymaker received to provide debt financing include up to $50,000,000 to be used for cash consideration to the Sellers if Haymaker stockholders elect to redeem their Class A Shares.

The Subscription Agreements and Stock Purchase Agreements (to the extent such Secondary Purchaser has not previously waived such condition in the Subscription Agreement) provide that the closings of the Primary Private Placement and the Secondary Private Placement, respectively, are conditioned on redemptions of Class A Shares not exceeding $165,000,000. The Transaction Agreement further provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares not exceeding $50,000,000, provided, however, that Steiner Leisure may waive such condition and elect to receive additional OneSpaWorld Shares (and reduce the amount of cash consideration) in the amount of redemptions exceeding $50,000,000 (and in the case of redemptions exceeding $165,000,000, the amount of any shortfall in the Primary Private Placement resulting from such excess redemptions).

The conditions to closing in the Transaction Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by Haymaker’s public stockholders, this condition is not met or is not waived, then each of Haymaker and Sellers may elect not to consummate the Business Combination. In addition, in no event will Haymaker redeem its Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Business Combination, as provided in Haymaker’s amended and restated certificate of incorporation and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Transaction Agreement. Holders of outstanding Haymaker Public Warrants do not have redemption rights in connection with the Business Combination.

If you exercise your redemption rights, your Class A Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will no longer own those shares and you will not receive any OneSpaWorld Shares in the Business Combination. You will have no right to participate in, or have any interest in, the future growth of OneSpaWorld, if any. You will be entitled to receive cash for your Class A Shares only if you properly and timely demand redemption.

If the Business Combination is not approved and Haymaker does not consummate an initial business combination by October 27, 2019, Haymaker will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public stockholders and all of Haymaker’s warrants will expire worthless.

Appraisal Rights

Haymaker’s stockholders do not have appraisal rights in connection with the Haymaker Merger under Delaware law.

Appraisal rights are not available to the Sellers in connection with the Business Combination.

 

90


Table of Contents

Proxy Solicitation Costs

Haymaker is soliciting proxies on behalf of the Haymaker Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. Haymaker has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. Haymaker and its directors, officers and employees may also solicit proxies in person. Haymaker will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Haymaker will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement/prospectus and the related proxy materials. Haymaker will pay Morrow Sodali LLC a fee of $30,000, plus disbursements, reimburse Morrow Sodali LLC for its reasonable out-of-pocket expenses and indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as Haymaker’s proxy solicitor. Haymaker will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement/prospectus and the related proxy materials to Haymaker stockholders. Directors, officers and employees of Haymaker who solicit proxies will not be paid any additional compensation for soliciting.

 

91


Table of Contents

THE BUSINESS COMBINATION

General

On November 1, 2018, Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Steiner Leisure”), Steiner U.S. Holdings, Inc., a Florida corporation (“Steiner US”), Nemo (UK) Holdco, Ltd., a limited company formed under the laws of England and Wales (“Nemo UK”), Steiner UK Limited, a limited company formed under the laws of England and Wales (“Steiner UK”), Steiner Management Services LLC, a Florida limited liability company (“SMS”, and together with Steiner Leisure, Steiner US, Nemo UK, Steiner UK, each, a “Seller” and, collectively, “Sellers”), Steiner Leisure, in its capacity as representative of Sellers (the “Seller Representative”), Haymaker Acquisition Corp., a Delaware corporation (“Haymaker”), OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“OneSpaWorld”), Dory US Merger Sub, LLC, a Delaware limited liability company (“Dory US Merger Sub”), Dory Acquisition Sub, Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Dory Foreign Holding Company”), Dory Intermediate LLC, a Delaware limited liability company, and Dory Acquisition Sub, Inc., a Delaware corporation (“Dory US Holding Company”), entered into a Business Combination Agreement (as amended on January 7, 2019, by Amendment No. 1 to Business Combination Agreement, a copy of which is attached to this proxy statement as Annex A-2 (the “BCA Amendment”), and as it may be further amended from time to time, the “Transaction Agreement”), as a result of which, OneSpaWorld will be the ultimate parent company of Haymaker and OSW Predecessor. For more information about the transactions contemplated in the Transaction Agreement, please see the section entitled “The Transaction Agreement and Related Agreements.” A copy of the Transaction Agreement is attached to this proxy statement/prospectus as Annexes A-1 and A-2.

Consideration in the Business Combination

Effect of the Transactions on Existing Haymaker Equity

Subject to the terms and conditions of the Transaction Agreement (including certain adjustments pursuant to and in accordance with the terms of the Transaction Agreement and the Ancillary Documents), the Business Combination will result in, among other things, the following:

 

   

each Class A Share will be converted into the right to receive one fully paid and non-assessable OneSpaWorld Share;

 

   

each of the warrants included in the units issued in the initial public offering of Haymaker (the “Haymaker Public Warrants”), each of which is exercisable for one Class A Share will become exercisable for one OneSpaWorld Share, on the same terms and conditions as those applicable to the Haymaker Public Warrants;

 

   

the Founder Shares will be converted into 6,650,000 OneSpaWorld Shares (3,650,000, subject to certain adjustments, of which will be transferred and forfeited to OneSpaWorld) and the right to receive 1,600,000 OneSpaWorld Shares upon the occurrence of certain events described in more detail below;

 

   

each of the warrants issued to Haymaker Sponsor at the time of Haymaker’s initial public offering (the “Founder Warrants”) will become exercisable for one OneSpaWorld Share, on the same terms and conditions as those applicable to the Founder Warrants (the “OneSpaWorld Private Placement Warrants”); and

 

   

Haymaker Sponsor will forfeit 3,650,000 OneSpaWorld Shares and 4,707,734 OneSpaWorld Private Placement Warrants.

Consideration Payable to Sellers in the Business Combination

Subject to the terms and conditions of the Transaction Agreement (including certain adjustments pursuant to and in accordance with the terms of the Transaction Agreement and the Ancillary Documents), the consideration

 

92


Table of Contents

to be paid to or held by the Sellers in connection with the Business Combination shall consist of: (i) 14,821,863 OneSpaWorld Shares (valued at approximately $148,218,630 based on a $10.00 share price), (ii) 1,602,440 OneSpaWorld Private Placement Warrants, (iii) $637,096,370 in cash, and (iv) the right to receive up to an additional 5,000,000 OneSpaWorld Shares upon the occurrence of certain events described in more detail below. The cash consideration payable to the Sellers at the closing of the Business Combination will be increased (and the OneSpaWorld Share consideration payable to the Seller will be correspondingly decreased) if the sum of the interest on the amounts in Haymaker’s trust account, as of immediately prior to the closing of the Business Combination (without giving effect to any redemptions), plus $400,000, is greater than the aggregate amount of redemptions of Class A Shares in excess of $50,000,000.

Subject to the terms and conditions of the Transaction Agreement, no more than 5 business days following the earliest of (i) the first day the OneSpaWorld Shares 5-day volume weighted average price is greater than or equal to $20.00, (ii) a change of control of OneSpaWorld where the OneSpaWorld Shares are sold for at least $20.00 per share, or (iii) the 10-year anniversary of the closing of the Business Combination OneSpaWorld will issue 5,000,000 OneSpaWorld Shares to Steiner Leisure and 1,600,000 OneSpaWorld Shares to Haymaker Sponsor (both subject to adjustment as set forth in the Transaction Agreement) (such shares, the “Deferred Shares”). To the extent that Haymaker transaction expenses are less than $35,000,000, a portion of the Deferred Shares will instead be issued at the closing of the Business Combination to Steiner Leisure and Haymaker Sponsor.

350,000 of the OneSpaWorld Shares that would be held by the Sellers at the closing will be deposited into an escrow account to support Sellers’ indemnification obligations under the Transaction Agreement. See “The Transaction Agreement and Related Agreements—General Description of the Transaction Agreement—Indemnification.”

A portion of the cash consideration payable to Sellers at the closing equal to $2,000,000 will be deposited into an escrow account to support Sellers’ obligations in respect of any post-closing purchase price adjustment in favor of Haymaker.

Concurrent with the execution of the Transaction Agreement, Steiner Leisure and OneSpaWorld entered into Stock Purchase Agreements with certain purchasers, pursuant to which, among other things, the Secondary Purchasers will purchase an aggregate of 5,607,144 OneSpaWorld Shares from Steiner Leisure for gross proceeds of $56,071,440 on the first business day after the closing of the Business Combination and OneSpaWorld will grant such Secondary Purchasers certain registration rights that are commensurate with those granted to the Private Placement Investors under the Primary Private Placement.

Conditions to Closing of the Business Combination

Conditions to Each Party’s Obligation

The respective obligations of each party to the Transaction Agreement to consummate the transactions contemplated by the Transaction Agreement, including the Business Combination, are subject to, among other things, the satisfaction, or written waiver by such parties, at or prior to the closing of the Business Combination of the following conditions:

 

   

there must not be in effect any order, decree, ruling, injunction or other action (whether temporary, preliminary or permanent) by a governmental entity of competent jurisdiction enjoining, restraining or otherwise prohibiting the consummation of the Business Combination;

 

   

the registration statement, of which this proxy statement/prospectus forms a part, must have become effective in accordance with the Securities Act and no stop order issued by the SEC may be in effect or threatened;

 

   

the approval of the Haymaker stockholders for the proposals described in this proxy statement/prospectus and the Transaction Agreement;

 

93


Table of Contents
   

Haymaker has at least $5,000,0001 of net tangible assets remaining;

 

   

the aggregate cash proceeds required to satisfy any redemptions of Class A Shares must be less than or equal to $50,000,000, provided, however, that the Seller Representative may waive such condition and elect to receive additional OneSpaWorld Shares (and reduce the amount of cash consideration) in an amount equal to the aggregate cash proceeds required to satisfy any redemptions of Class A Shares in excess of $50,000,000; and

 

   

the OneSpaWorld Shares to be issued pursuant to the Transaction Agreement must be approved for listing on Nasdaq, subject to notice of issuance.

Conditions to the Obligations of Haymaker

The obligations of Haymaker to consummate the transactions contemplated by the Transaction Agreement are subject, among other things, to the satisfaction, or written waiver by Haymaker, at or prior to the closing of the Business Combination of the following conditions:

 

   

subject to certain exceptions, the representations and warranties of Sellers, OneSpaWorld, Dory US Merger Sub and Dory Foreign Holding Company, disregarding all “materiality,” “Material Adverse Effect” and similar qualifications, must be true and correct in all respects as of the closing of the Business Combination as though made on and as of the closing of the Business Combination, except as would not have a Material Adverse Effect (as defined below);

 

   

Sellers, OneSpaWorld, Dory Intermediate, Dory US Merger Sub and Dory Foreign Holding Company must have performed and complied in all material respects with the covenants required to be performed or complied with by Sellers, Dory Intermediate, Dory US Merger Sub and Dory Foreign Holding Company under the Transaction Agreement on or prior to the closing of the Business Combination;

 

   

since the date of the Transaction Agreement, no Material Adverse Effect has occurred; and

 

   

prior to or at the closing of the Business Combination, Sellers must have delivered executed copies of all certificates, instruments, contracts, closing deliverables and other documents required to be delivered to Haymaker by the Sellers as provided by the Transaction Agreement.

Conditions to the Obligations of Sellers

The obligations of Sellers to consummate the transactions contemplated by the Transaction Agreement are also subject to, among other things, the satisfaction, or written waiver by Sellers, at or prior to the closing of the Business Combination, of the following conditions:

 

   

subject to certain exceptions, the representations and warranties of Haymaker and the representations and warranties of Haymaker Sponsor in the Sponsor Support Agreement and the Waiver Agreement, disregarding all “materiality,” “Material Adverse Effect” and similar qualifications, must be true and correct in all material respects as of the closing of the Business Combination as though made on and as of the closing of the Business Combination;

 

   

Haymaker and Dory US Holding Company must have performed and complied in all material respects with all obligations required to be performed or complied with by such parties under the Transaction Agreement , the Sponsor Support Agreement, the Director Designation Agreement and the Waiver Agreement at or prior to the closing of the Business Combination;

 

   

the Private Placement and the debt financing must be funded in full in accordance with the Transaction Agreement; provided, however, that the Seller Representative shall automatically be deemed to waive this condition if, in certain circumstances, it agrees to accept additional shares of OneSpaWorld Shares in lieu of cash consideration due to a funding shortfall in respect of the Private Placement; and

 

94


Table of Contents
   

prior to or at the closing of the Business Combination, Haymaker must have delivered executed copies of all certificates, instruments, contracts, closing deliverables and other documents required to be delivered to Steiner Leisure by Haymaker pursuant to the terms of the Transaction Agreement.

Impact of the Business Combination on OneSpaWorld’s Public Float

It is anticipated that, upon completion of the Business Combination and the Secondary Private Placement: (i) Haymaker’s public stockholders (i.e., other than the Private Placement Investors) will own approximately 52% of the outstanding OneSpaWorld Shares, or 57% on a fully-diluted basis; (ii) the Private Placement Investors will own approximately 28% of the outstanding OneSpaWorld Shares, or 24% on a fully-diluted basis; (iii) Haymaker Sponsor will own approximately 5% of the outstanding OneSpaWorld Shares, or 7% on a fully-diluted basis; and (iv) Sellers will own approximately 15% of the outstanding OneSpaWorld Shares, or 12% on a fully-diluted basis. These levels of ownership interests assume that no Class A Shares are elected to be redeemed by Haymaker’s public stockholders.

The following table illustrates varying ownership levels in OneSpaWorld, assuming varying levels of redemptions by the Haymaker public stockholders:(1)

 

     No redemptions     Mid redemption scenario(2)     High redemption scenario(3)  
     No warrant
exercise
    Fully-
diluted
    No warrant
exercise
    Fully-
diluted
    No warrant
exercise
    Fully-
diluted
 

Haymaker Public Stockholders

     52     57     48     54     28     40

Private Placement Investors

     28     24     31     25     31     25

Haymaker Sponsor

     5     7     5     8     5     8

Sellers

     15     12     16     13     36     27
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     100     100     100     100     100     100
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

May not tie due to rounding.

(2)

The mid redemption scenario assumes that $50,000,000 is distributed from the Trust Account in respect of redemptions of Class A Shares by Haymaker public stockholders at a redemption price of $10.00 per share. The Transaction Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares being less than or equal to $50,000,000, provided, however, that the Steiner Leisure may waive such condition and elect to receive additional OneSpaWorld Shares with an aggregate value (based on a valuation of $10.00 per share) equal to the amount of redemptions exceeding $50,000,000, and the amount of cash consideration will be correspondingly reduced. The commitments that Haymaker received to provide debt financing include up to $50,000,000 to be used for cash consideration to the Sellers if Haymaker stockholders elect to redeem their Class A Shares.

(3)

The high redemption scenario assumes that $165,000,000 is distributed from the Trust Account in respect of redemptions of Class A Shares by Haymaker public stockholders at a redemption price of $10.00 per share. The Subscription Agreements and Stock Purchase Agreements (to the extent such Secondary Purchaser has not previously waived such condition in the Subscription Agreement) provide that the closings of the Primary Private Placement and the Secondary Private Placement, respectively, are conditioned on redemptions of Class A Shares not exceeding $165,000,000. The Transaction Agreement further provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares not exceeding $50,000,000, provided, however, that Steiner Leisure may waive such condition and elect to receive additional OneSpaWorld Shares (and reduce the amount of cash consideration) in the amount of redemptions exceeding $50,000,000 (and in the case of redemptions exceeding $165,000,000, the amount of any shortfall in the Primary Private Placement resulting from such excess redemptions).

Each of the above calculations exclude 1,600,000 OneSpaWorld Shares issuable to Haymaker Sponsor and 5,000,000 OneSpaWorld Shares issuable to the Sellers, in each case upon the occurrence of certain events. In

 

95


Table of Contents

addition, to the extent that interest on the amounts in Haymaker’s trust account, as of immediately prior to the closing of the Business Combination (without giving effect to any redemptions), plus $400,000, and less the sum of redemptions in excess of $50,000,000, is greater than zero, such amount will increase the cash consideration to the Sellers at the closing of the Business Combination and correspondingly decrease the number of OneSpaWorld Shares issuable to the Sellers. The above calculations do not give effect to this potential adjustment.

Background of the Business Combination

Haymaker is a blank check company incorporated in Delaware on April 26, 2017 and formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses. The proposed Business Combination was the result of an extensive search for a potential transaction utilizing the global network and investing and operating experience of the Haymaker management team and the Haymaker Board. The terms of the Business Combination were the result of extensive arms-length negotiations between representatives of the Haymaker Board and management team and Haymaker Sponsor, on the one hand, and Steiner Leisure and certain funds affiliated with L Catterton that are indirect principal shareholders of Steiner Leisure, on the other hand. The following chronology summarizes the key meetings and events that led to the signing of the Business Combination Agreement. The following chronology does not purport to catalogue every conversation among representatives of Haymaker, OSW Predecessor and other parties. All meetings described herein were held telephonically, unless otherwise noted.

On October 27, 2017, Haymaker completed its initial public offering through the sale of 33,000,000 public units (including 3,000,000 units sold pursuant to the underwriters’ partial exercise of their over-allotment option) at $10.00 per unit. Each unit consisted of one Class A Share and one-half of one Haymaker Public Warrant. Each whole Haymaker Public Warrant is exercisable to purchase one Class A Share. Simultaneously with the Haymaker IPO, Haymaker Sponsor purchased an aggregate of 8,000,000 Founder Warrants at a price of $1.00 per warrant, for an aggregate purchase price of $8,000,000.

Prior to consummation of the Haymaker IPO, neither Haymaker, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Haymaker.

Promptly following the Haymaker IPO, Haymaker’s officers and directors commenced an active search for prospective businesses and assets to acquire using Haymaker Sponsor’s network of investment bankers, private equity firms, consulting firms, legal and accounting firms and numerous other business relationships. Representatives of Haymaker and Haymaker Sponsor contacted and were contacted by a number of individuals and entities with respect to acquisition opportunities. As part of this process, Haymaker management considered and conducted an analysis of over 250 potential acquisition targets (other than OSW Predecessor) in a wide variety of industry sectors. The revenues of the potential acquisition targets ranged from less than $100,000,000 to over $12,000,000,000. Haymaker entered into non-disclosure agreements with 17 of those potential acquisition targets (other than OSW Predecessor).

By August 31 2018, Haymaker had engaged in significant due diligence and detailed discussions directly with senior executives and/or shareholders of 13 target businesses (other than OSW Predecessor), including target businesses in the media, consumer products, gaming, leisure and restaurant industries.

On January 9, 2018, Mr. Steven Heyer, Haymaker’s Chief Executive Officer and Executive Chairman, and Mr. Michael Chu, the Global Co-CEO and co-founder of L Catterton, discussed telephonically a potential business combination between Haymaker and OSW Predecessor. Mr. Chu explained that OSW Predecessor had begun an auction process to find an acquirer for its business and welcomed Haymaker’s participation in that process. Following this discussion, Mr. Chu provided Mr. Heyer with a non-disclosure agreement to further discuss a potential transaction.

 

96


Table of Contents

On January 23, 2018, Haymaker executed the non-disclosure agreement and returned it via electronic mail to OSW Predecessor. Shortly thereafter, Haymaker engaged Lazard Frères & Co. LLC (“Lazard”) for advisory services with respect to valuing OSW, structure the acquisition of OSW, and foreign ownership and tax matters.

Between January 23, 2018 and February 5, 2018, Haymaker conducted industry research and gathered guidance from several investment banks, particularly regarding the public market viability of OSW Predecessor.

On February 5, 2018, Haymaker and its representatives received OSW Predecessor’s confidential information memorandum, including a detailed business plan, a financial forecast, and other financial and business information.

Beginning on February 5, 2018, Haymaker’s management team, led by Mr. Steven Heyer, commenced due diligence efforts on OSW Predecessor based on the information provided on behalf of OSW Predecessor. In addition, Haymaker’s management team commenced discussions with representatives of OSW Predecessor and conducted research on OSW Predecessor, the industry in which OSW Predecessor operates and comparable companies in OSW Predecessor’s industry sector. This due diligence review continued until the execution of the Transaction Agreement on November 1, 2018.

On February 19, 2018, the Haymaker Board held a board meeting to discuss the potential transaction and potential sources of funding. Based on factors cited in “Proposal No. 1—The Business Combination Proposal—The Haymaker Board’s Reasons for the Business Combination,” the Haymaker Board then directed Haymaker’s management to prepare further analysis regarding the opportunity and continue negotiating the terms of the Business Combination. On February 26, 2018, the Haymaker Board met to discuss Haymaker management’s financial analysis regarding OSW Predecessor and, after discussion, the Haymaker Board recommended submitting an indication of interest for OSW Predecessor.

On March 6, 2018, Haymaker submitted an initial indication of interest to representatives of OSW Predecessor in respect of a business combination with OSW Predecessor, which contemplated an enterprise valuation of OSW Predecessor of between $850,000,000 and $950,000,000.

On March 16, 2018, DLA Piper LLP (US) (“DLA”), legal counsel to Haymaker, and Kirkland & Ellis LLP (“K&E”), legal counsel to Steiner Leisure, held a telephonic conference to discuss legal due diligence regarding OSW Predecessor.

On March 29, 2018, representatives from Haymaker attended a meeting with representatives of OSW Predecessor, including representatives from L Catterton and Steiner Leisure and representatives from Nomura Securities International, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, financial advisors to Steiner Leisure and certain related entities. At this meeting, Leonard Fluxman, Executive Chairman of OSW Predecessor, Glenn Fusfield, Chief Executive Officer of OSW Predecessor, Stephen Lazarus, Chief Financial Officer of OSW Predecessor and other management team members from OSW Predecessor, provided a presentation on the OSW Predecessor business.

On April 27, 2018, Haymaker submitted a revised indication of interest to representatives of OSW Predecessor, which contemplated an increased enterprise valuation of OSW Predecessor of approximately $1.05 billion.

On May 5, 2018, Haymaker received additional financial information regarding OSW Predecessor, including audited historical financials, and legal and tax information, via an electronic data room.

On May 7, 2018 and May 8, 2018, representatives from DLA and K&E held telephonic conferences to further discuss legal due diligence regarding OSW Predecessor.

 

97


Table of Contents

On May 10, 2018, representatives from Haymaker held a telephonic conference with representatives of OSW Predecessor to discuss OSW Predecessor’s financial model.

On May 11, 2018, representatives from Haymaker attended a meeting with representatives of OSW Predecessor to discuss the process related to signing the Transaction Agreement and consummating the Business Combination.

On May 17, 2018, May 24, 2018 and May 30, 2018, representatives from Haymaker and a potential investor in the Private Placements (“Investor A”) held telephonic conferences with representatives of OSW Predecessor to discuss business and financial matters relating to OSW Predecessor.

On May 21, 2018, K&E completed an initial draft of the Transaction Agreement and provided it to various parties involved in OSW Predecessor’s auction process.

On May 30, 2018, representatives of Haymaker and OSW Predecessor attended a meeting to discuss, among other things, market perspectives relating to OSW Predecessor.

On June 4, 2018, representatives of Haymaker contacted Goldman Sachs & Co. LLC (“Goldman Sachs”) to discuss the Business Combination and advisory services that Goldman Sachs could offer to Haymaker. On June 8, 2018, representatives from Haymaker and Goldman Sachs met in New York to continue this discussion.

On June 11, 2018, representatives from DLA and K&E held a telephonic conference to discuss legal due diligence regarding OSW Predecessor.

On June 14, 2018, representatives from Haymaker, Investor A, a second potential investor in the Private Placements and a potential lender (“Lender A”) attended a meeting with representatives of OSW Predecessor. At this meeting, Messrs. Fluxman, Fusfield and Lazarus, and other management team members of OSW Predecessor, provided a presentation on the OSW Predecessor business.

On June 19, 2018, Haymaker submitted a non-binding letter of intent for OSW Predecessor, which reflected a revised enterprise valuation of OSW Predecessor of approximately $1,000,000,000. The non-binding letter of intent included draft debt commitment letters, a summary of comments to the draft purchase agreement (which ultimately became the Transaction Agreement) circulated to potential OSW Predecessor purchasers, and a letter of high interest from Investor A regarding its participation in the Private Placements.

On June 22, 2018, representatives of Haymaker held a telephonic conference with representatives of OSW Predecessor, including representatives from PriceWaterhouseCoopers LLP (“PwC”), the tax advisor for Steiner Leisure, to discuss the tax status of OSW Predecessor, including its status and reporting under U.S. controlled foreign corporation statutes and the implications of it or a new parent company becoming a publicly traded company. Particular points of discussion included attribution of ownership and transaction structuring.

On June 26, 2018, representatives from Haymaker and Investor A attended a meeting with representatives of OSW Predecessor to further discuss the process related to signing the Transaction Agreement and consummating the Business Combination. The parties also discussed a further revised enterprise valuation of OSW Predecessor of $950,000,000.

On July 12, 2018, representatives of Haymaker and OSW Predecessor held a telephonic conference to discuss the structure of the transaction.

On July 19, 2018, July 23, 2018 and July 24, 2018, representatives from Haymaker held telephonic conference calls with representatives of OSW Predecessor to discuss the draft investor presentation to be used for the Private Placement Transactions.

 

98


Table of Contents

On July 23, 2018, Haymaker and Goldman Sachs executed an engagement letter with respect to the advisory services provided to Haymaker by Goldman Sachs.

On July 25, 2018, representatives from Haymaker and OSW Predecessor commenced meetings with institutional investors to gauge interest in participating in the Private Placements. During the following weeks, over 70 investors were contacted and 31 management meetings were conducted.

On July 27, 2018, August 3, 2018 and August 8, 2018, representatives from Haymaker held telephonic conferences with representatives of OSW Predecessor to discuss the status of the marketing of the Private Placements.

On August 12, 2018, representatives from Haymaker held a telephonic conference with representatives of OSW Predecessor to discuss feedback from potential private placement investors.

During the month of August 2018, DLA and K&E exchanged multiple drafts of the letter of intent, reflecting divergent views on various business and legal points.

On August 23, 2018, following extensive discussion and review, the Haymaker Board approved the most recent draft non-binding letter of intent. Between August 23, 2018 and August 31, 2018, representatives of Haymaker and OSW Predecessor, together with their respective legal counsel, negotiated the final form of the letter of intent. Haymaker’s management kept the Haymaker Board apprised of the substantive changes that occurred during those negotiations.

On August 27, 2018, representatives of Haymaker, including Grant Thornton LLP (“GT”), accounting advisor to Haymaker, held a telephonic conference with representatives of OSW Predecessor to discuss accounting due diligence.

On August 31, 2018, with the approval of the Haymaker Board, Christopher Bradley, Chief Financial Officer of Haymaker, executed and delivered the non-binding letter of intent for OSW Predecessor, which was accepted and agreed upon as of such date. The non-binding letter of intent was based on an enterprise valuation of OSW Predecessor of $947,900,000 and provided for an exclusivity period of 45 days, subject to extension unless a party gave timely notice of termination. At this point, Haymaker focused exclusively on pursuing the acquisition of OSW Predecessor as its initial business combination and began confirmatory due diligence efforts.

On September 4, 2018, representatives of Haymaker and OSW Predecessor held a telephonic conference to discuss the steps and timing necessary to prepare and audit the financial statements that would be required in a Form S-4 proxy statement/prospectus.

On September 7, 2018, representatives of Haymaker and OSW Predecessor held telephonic conferences to further discuss business and financial due diligence.

On September 11, 2018, representatives of Haymaker and OSW Predecessor, including Ernst & Young LLP (“E&Y”), OSW Predecessor’s independent registered public accounting firm, held a telephonic conference to discuss accounting due diligence. On that same date, representatives from Haymaker held a telephonic conference to interview Steve Bolitho, Senior Vice President of Operations of OSW Predecessor, Timothy Dux, Vice President of Operations of OSW Predecessor, and Kyle Mendes, Senior Vice President of Finance and Operations of OSW Predecessor.

On September 12, 2018, DLA sent certain comments to the auction draft of the purchase agreement to K&E. The revised draft generally addressed risk allocation, the funding structure, indemnification, representation and warranty insurance, and certain considerations related to Haymaker being a special purpose acquisition company. The comments also included changes to representations and warranties, covenants and closing conditions. On that same date, representatives of Haymaker and OSW Predecessor held a telephonic conference to discuss the overall timeline of the proposed Business Combination.

 

99


Table of Contents

On September 13, 2018, representatives of Haymaker and OSW Predecessor, including representatives from GT and PwC held a telephonic conference to discuss tax diligence.

On September 14, 2018, representatives of Haymaker, Lender A and a second potential lender (“Lender B”) held a telephonic conference with representatives of OSW Predecessor to discuss due diligence. On that same date, representatives from GT and E&Y held a telephonic conference to discuss accounting and financial due diligence.

On September 17, 2018, representatives of Haymaker and OSW Predecessor held a telephonic conference to discuss business due diligence and the framework of a transition services agreement. On that same day, representatives from GT and OSW Predecessor held a meeting in Miami to discuss accounting and financial due diligence.

On September 18, 2018, K&E distributed a revised draft of the Transaction Agreement to DLA. The revised draft generally addressed the preliminary tax structure and also included changes to representations and warranties, covenants, indemnification provisions and closing conditions.

During the remainder of September and throughout October 2018, DLA and K&E exchanged revised drafts of the Transaction Agreement and drafts of the ancillary agreements included as exhibits to the Transaction Agreement. The various drafts exchanged reflected divergent views on, among other things, registration rights, governance rights and risk allocation. For a description of the aforementioned ancillary agreements, see the section entitled “The Transaction Agreement and Related Agreements.”

On September 27, 2018, representatives of Haymaker and OSW Predecessor held a meeting to negotiate terms of the Transaction Agreement. The negotiations generally addressed risk allocation, economic points and changes to representations and warranties, covenants and closing conditions.

On September 28, 2018, representatives of Haymaker and OSW Predecessor held a telephonic conference to discuss the structure of the transaction.

On October 12, 2018, representatives of Haymaker and OSW Predecessor held a telephonic conference to negotiate terms of the Transaction Agreement. The negotiations generally addressed the transition services agreement, indemnification provisions by the Sellers, and interim governance provisions between the time of signing and closing. Additionally, on October 12, 2018, OSW Predecessor delivered notice to Haymaker that it was terminating the exclusivity period under the non-binding letter of intent. Haymaker subsequently contacted two parties with which it had paused discussions upon signing the letter of intent.

On October 15, 2018, representatives of Haymaker and OSW Predecessor held a telephonic conference to further discuss the transaction structure.

On October 25, 2018, representatives from Haymaker held a telephonic conference with representatives of OSW Predecessor to discuss the indications of interest related to the Private Placement Transactions.

On October 26, 2018, the Haymaker Board held a telephonic meeting to discuss the Transaction Agreement and the transactions contemplated by the Transaction Agreement. Mr. Bradley, Joseph Tonnos (Haymaker’s Senior Vice President for Business Development), Robert A. Nisi (Haymaker’s General Counsel and Secretary), and representatives from DLA, Goldman Sachs and Lazard also participated in the meeting. Following discussions among the participants and determining that the Business Combination was in the best interest of Haymaker and its stockholders, Haymaker Board unanimously approved the Transaction Agreement and the transactions contemplated by the Transaction Agreement.

Between October 26, 2018 and November 1, 2018, Goldman Sachs coordinated the collection of executed subscription agreements and stock purchase agreements from the Private Placement Investors and Haymaker finalized the debt commitment letters with its debt financing sources.

 

100


Table of Contents

On November 1, 2018, Haymaker executed debt commitment letters, and OneSpaWorld entered into Subscription Agreements with the Private Placement Investors pursuant to which, among other things, such investors agreed to subscribe for and purchase, and OneSpaWorld agreed to issue and sell to such investors, 12,249,637 OneSpaWorld Shares and 3,105,294 OneSpaWorld Private Placement Warrants for gross proceeds of approximately $122,496,370. Steiner Leisure and OneSpaWorld entered into Stock Purchase Agreements with the Secondary Purchasers, pursuant to which, among other things, the Secondary Purchasers will purchase an aggregate of 5,607,144 OneSpaWorld Shares from Steiner Leisure on the first business day after the closing of the Business Combination. OneSpaWorld will not receive any of the proceeds from the Secondary Private Placement. At the same time, the parties delivered the executed Transaction Agreement.

On November 1, 2018, a press release was issued announcing the Business Combination. Shortly thereafter, Haymaker filed a current report on Form 8-K, which included, among other things, a press release and investor presentation to be used the following day in a telephonic conference call available to the public.

From January 3, 2019 through January 7, 2019, representatives of Haymaker discussed with representatives of OSW Predecessor a potential reduction in the consideration payable to the Sellers under the Transaction Agreement in light of recent market performance.

From January 5, 2019 through January 7, 2019, DLA and K&E exchanged drafts of the BCA Amendment and the SSA Amendment.

On January 6, 2019, the Haymaker Board met to discuss the BCA Amendment and the SSA Amendment. Following discussions among the participants and determining that the BCA Amendment and the SSA Amendment were in the best interest of Haymaker and its stockholders, the Haymaker Board unanimously approved the BCA Amendment and the SSA Amendment.

On January 7, 2019, the board of directors of Steiner Leisure unanimously approved the BCA Amendment and the SSA Amendment.

On January 7, 2019, Steiner Leisure and Haymaker entered into the BCA Amendment and Haymaker Sponsor, Haymaker, OneSpaWorld and Steiner Leisure entered into the SSA Amendment.

On January 8, 2019, a press release was issued announcing the revised terms of the Business Combination. Shortly thereafter, Haymaker filed a current report on Form 8-K, which included, among other things, the press release, the BCA Amendment, the SSA Amendment, and a revised investor presentation as exhibits thereto.

The Haymaker Board’s Reasons for the Business Combination

The Haymaker Board, in evaluating the transaction with OSW Predecessor, consulted with its legal counsel and accounting advisors. In reaching its unanimous resolution (i) that the terms and conditions of the Transaction Agreement and the transactions contemplated thereby, including the Business Combination and the Haymaker Merger, are advisable, fair to and in the best interests of Haymaker and its stockholders and (ii) to recommend that the stockholders adopt and approve the Transaction Agreement and approve the transactions contemplated thereby, including the Business Combination and the Haymaker Merger, the Charter Proposal and the Lock-Up Amendment Proposal, the Haymaker Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Haymaker Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Haymaker Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Haymaker’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “General Information—Cautionary Note Regarding Forward-Looking Statements” of this document.

 

101


Table of Contents

The Haymaker Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Transaction Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

 

   

Market Position. OSW is a global market leader in an attractive and growing industry. The Haymaker Board noted OSW built its market position on its broad suite of service offerings, product innovation, expansive global platform for recruitment, training and logistics, and exceptional service standards over 25 years, and believes that OSW is approximately ten times the size of its closest competitor.

 

   

Favorable Industry Outlook and Consumer Trends. Secular trends in the cruise industry, including ongoing investment and strong consumer demand, have driven 20 years of consecutive passenger growth. In addition, the Haymaker Board considered that OSW is the beneficiary of a global movement towards consumer lifestyles that demand health and wellness activities and services in their daily lives.

 

   

Long-Term Growth Opportunities. The Haymaker Board believes that OSW’s business model is well-positioned for sustained and profitable long term growth. OSW’s long-term fleet-wide contracts typically allow it to operate on new ships commissioned during the contract term. The Haymaker Board also noted that approximately 85% of OSW’s anticipated revenue at sea in 2020 will come from cruise line banners in OSW’s current contract portfolio.

 

   

Asset-Light Operations and Scalability. Third parties typically fund the build-out, maintenance, and refurbishment of OSW’s onboard wellness and fitness facilities, resulting in an asset-light profile with minimal capital expenditures required. The Haymaker Board noted that OSW’s business model would be difficult for a competitor to replicate at OSW’s scale and that the robust infrastructure and processes required to operate and maximize revenue across a network of global health and wellness centers separates OSW from its peers.

 

   

Experienced and Proven Management Team. Following the Business Combination, OSW’s current management team will remain in place. Mr. Fluxman and Mr. Lazarus served together as CEO and President and CFO and COO, respectively, of Steiner Leisure for more than a decade. Mr. Fluxman, Mr. Lazarus, and Mr. Fusfield lead an internally-developed senior management team with over 150 years of combined industry experience. The Haymaker Board also considered OSW’s recruitment and training platform, which leads to staffing of its health and wellness centers, and fitness centers with highly- trained professionals fulfilling complex language, cultural, and modality-specific training requirements.

 

   

Financial Condition. The Haymaker Board also considered factors such as OSW’s historical financial results, outlook, financial plan, debt structure and owned asset base, as well as valuations and trading of publicly traded companies and valuations of precedent merger and acquisition targets in similar and adjacent sectors.

 

   

Favorable Tax Treatment. After the completion of the Business Combination, OneSpaWorld will be a Bahamian company, earning a substantial portion of its revenue in low or no tax jurisdictions, leading to a low effective cash tax rate.

 

   

Other Alternatives. The Haymaker Board’s belief, after a thorough review of other business combination opportunities reasonably available to Haymaker, that the proposed Business Combination represents the best potential business combination for Haymaker and the most attractive opportunity for Haymaker management to accelerate its business plan based upon the process utilized to evaluate and assess other potential acquisition targets, and the Haymaker Board’s belief that such processes had not presented a better alternative.

 

   

Terms of the Transaction Agreement. The Haymaker Board considered the terms and conditions of the Transaction Agreement and the transactions contemplated thereby, including the Business Combination and the Haymaker Merger.

 

   

Independent Director Role. The Haymaker Board is comprised of a majority of independent directors who are not affiliated with Haymaker Sponsor and its affiliates. Haymaker’s independent directors

 

102


Table of Contents
 

evaluated and unanimously approved, as members of the Haymaker Board, the Transaction Agreement and the transactions contemplated therein, including the Business Combination.

The Haymaker Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

 

   

Benefits Not Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

 

   

Liquidation of Haymaker. The risks and costs to Haymaker if the Business Combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in Haymaker being unable to effect a business combination by October 27, 2019 and force Haymaker to liquidate.

 

   

No Third-Party Valuation or Fairness Opinion. The risk that the Haymaker Board may not have properly valued OSW Predecessor’s business. For more information, see “Questions and Answers About the Business Combination and the Extraordinary General Meeting—Did the Haymaker Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

   

Stockholder Vote. The risk that Haymaker’s stockholders may fail to provide the respective votes necessary to effect the Business Combination, including approval of the Charter Proposal and the Lock-Up Agreement Proposal.

 

   

Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Haymaker’s control.

 

   

Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

 

   

Fees and Expenses. The fees and expenses associated with completing the Business Combination.

 

   

Other Risks. Various other risks associated with the Business Combination, the business of Haymaker and the business of OSW Predecessor described under the section entitled “Risk Factors” of this document.

In addition to considering the factors described above, the Haymaker Board also considered that:

 

   

Interests of Certain Persons. Some officers and directors of Haymaker may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of Haymaker’s stockholders (see “The Business Combination—Interests of Certain Persons in the Business Combination—Interests of Haymaker Sponsor and Haymaker’s Officers and Directors”). Haymaker’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Haymaker Board, the Transaction Agreement and the transactions contemplated therein, including the Business Combination.

The Haymaker Board concluded that the potential benefits that it expected Haymaker and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Haymaker Board unanimously determined, based on its consideration of the specific factors listed above, that the Transaction Agreement and the transactions contemplated thereby, including the Business Combination and the Haymaker Merger, and the consideration to be paid by Haymaker to the Sellers in the Business Combination, were advisable, fair to, and in the best interests of, Haymaker and its stockholders.

 

103


Table of Contents

Sellers’ Reasons for the Business Combination

In reaching a decision to enter into the Business Combination with Haymaker, the Sellers considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Sellers did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Sellers viewed their decision as being based on all of the information available and the factors presented to and considered by them. This explanation of the Sellers’ reasons for entering into the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Risk Factors.”

The Sellers considered a number of factors pertaining to the Business Combination as generally supporting their decision to enter into the Transaction Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

 

   

Access to Capital and Liquidity for OSW Predecessor’s Shareholders. OSW Predecessor is currently a privately-held company and its securities are not listed on any stock exchange. Upon consummation of the Business Combination and the other transactions contemplated by the Transaction Agreement, the securities of the post-combination company will trade on the NASDAQ. This will permit the post-combination company to access the public capital markets and facilitate the growth of the business. In addition, this will provide OSW Predecessor’s current shareholders liquidity, in that the OneSpaWorld Shares they receive in the Business Combination will be publicly traded.

 

   

Advantages Over a Traditional IPO. Prior to executing the Transaction Agreement, OSW Predecessor had been considering a traditional IPO. The Sellers considered that the transaction with Haymaker provided certain advantages over a traditional IPO. In particular, the Sellers considered that, based on available information at the time, including with respect to the conditions of the IPO market for companies with OSW Predecessor’s characteristics, the transaction with Haymaker was likely to provide for greater speed and certainty of execution, higher proceeds, and less dilution to OSW Predecessor’s existing shareholders. In addition, the Sellers considered Haymaker’s strong and diverse shareholder base.

 

   

Benefits of Relationship with Mistral. The Sellers considered the benefits of the post-combination company’s relationship with Mistral. Andrew R. Heyer, the founder of Mistral is expected to initially serve as a member of the post-combination company’s board and will hold an equity investment in OneSpaWorld. The Sellers considered the benefit to the post-combination company from this relationship, including operational expertise, as well as Mistral’s access to potential transactional opportunities that could benefit the post-combination company.

The Sellers also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

 

   

Benefits Not Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

 

   

Impact on Business Operations. The risks and costs to OSW Predecessor if the Business Combination is not completed, including the potentially negative impact on its ability to pursue a traditional IPO and the risk of diverting management’s focus and resources from OSW Predecessor’s business operations.

 

   

Advantages of a Traditional IPO. The Sellers considered the fact that in a traditional IPO, OSW Predecessor’s shareholders would not be diluted by the OneSpaWorld Shares issued to Haymaker Sponsor and the OneSpaWorld Private Placement Warrants. In addition, the Sellers considered that a traditional IPO is less complex than the transaction with Haymaker, and the extent of the work OSW Predecessor had already completed on pursuing a traditional IPO.

 

104


Table of Contents
   

Shareholder Vote. The risk that Haymaker’s shareholders may fail to provide the respective votes necessary to effect the Business Combination.

 

   

Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not entirely within OSW Predecessor’s control.

 

   

Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

 

   

Fees and Expenses. The fees and expenses associated with completing the Business Combination.

 

   

Other Risks. Various other risks associated with the Business Combination, the business of Haymaker and the business of OSW Predecessor described under the sections entitled “Risk Factors—Risks Related to the Business Combination” and “Risk Factors—Risks Related to Ownership of OneSpaWorld Shares and OneSpaWorld Public Warrants.”

The Sellers concluded that the potential benefits that they expected OSW Predecessor and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination.

Satisfaction of 80% Test

It is a requirement under Haymaker’s amended and restated certificate of incorporation and NASDAQ listing requirements that the business or assets acquired in Haymaker’s initial business combination have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for such initial business combination. As of January 7, 2019, the date of the execution of the BCA Amendment, the fair value of marketable securities held in the Trust Account was approximately $323,364,045 (based on the fair value as of December 31, 2018, excluding $13,306,461 in the aggregate in respect of deferred underwriting commissions and taxes payable on the income earned on the Trust Account) and 80% thereof represents approximately $258,691,236. In reaching its conclusion that the Business Combination meets the 80% asset test, the Haymaker Board reviewed the enterprise value of OSW Predecessor of approximately $850,700,000 that was negotiated and agreed to by the parties to the Transaction Agreement. The parties to the Transaction Agreement considered factors such as OSW Predecessor’s historical financial results, outlook, financial plan, debt structure and owned asset base, as well as valuations and trading of publicly traded companies and valuations of precedent merger and acquisition targets in similar and adjacent sectors. The enterprise value consists of a common equity value of approximately $630,700,000 and $220,000,000 of debt. In determining whether the enterprise value described above represents the fair market value of OSW Predecessor, the Haymaker Board considered all of the factors described in this section and the section of this proxy statement/prospectus entitled “The Transaction Agreement and Related Agreements” and the fact that the purchase price for OSW Predecessor was the result of an arm’s length negotiation. As a result, the Haymaker Board concluded that the fair market value of the business acquired was significantly in excess of 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account).

Certain Financial Projections Provided to the Haymaker Board

OSW Predecessor does not as a matter of course make public projections as to future sales, earning, or other results. However, management of OSW Predecessor provided internally prepared projections to Haymaker presenting the projected total revenue, adjusted net income and after-tax free cash flow of OSW Predecessor for 2018, 2019 and 2020. The prospective financial information provided by OSW Predecessor management to Haymaker was not prepared with a view towards public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective

 

105


Table of Contents

financial information, but in the view of OSW Predecessor’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of OSW Predecessor as of October 23, 2018. These projections were prepared solely for internal use, and capital budgeting and other management purposes, are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or holders. Moreover, this information is not fact and should not be relied upon as being indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on prospective financial information.

The projections reflect numerous assumptions, including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond OSW Predecessor’s control, such as the risks and uncertainties contained in the section entitled “Risk Factors.” The projections reflect the consistent application of the accounting policies of OSW Predecessor and should be read in conjunction with the accounting policies included in Note 2 accompanying the historical audited combined financial statements of OSW Predecessor included in this proxy statement/prospectus.

The financial projections are forward-looking statements that are based on growth assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond OSW Predecessor’s control. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the projections. The inclusion of the projections in this proxy statement/prospectus should not be regarded as an indication that Haymaker, OSW Predecessor or their respective representatives considered or consider the projections to be a reliable prediction of future events, and reliance should not be placed on the projections.

The projections provided to Haymaker by OSW Predecessor were used by Haymaker as a component in its overall evaluation of OSW Predecessor, and are included in this proxy statement/prospectus on that account. OSW Predecessor has not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including to Haymaker. Neither OSW Predecessor’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of OSW Predecessor compared to the information contained in the projections, and none of them intends to or undertakes any obligation to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort. OSW Predecessor will not refer back to these forecasts in its future periodic reports filed under the Exchange Act.

Neither OSW Predecessor’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information provided to Haymaker or contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

 

106


Table of Contents

In determining whether to purchase OSW Predecessor, the Haymaker board of directors considered the following projections, which were prepared prior to the completion of PCAOB audits of OSW Predecessor (in millions of dollars):

 

     Fiscal Year Ended December 31,(1)  
     2018E      2019E      2020E  

Total Revenue

   $ 535      $ 573      $ 668  

Income from Operations

     47        52        69  

Taxes

     (1      (1      (1 )  

Net Income

   $ 25      $ 31      $ 48  

Public Company Costs

     (3      (3      (3

Adjustment for One-Time Renovation

     —          2        —    

Amortization of Intangibles

     3        3        3  
  

 

 

    

 

 

    

 

 

 

Adjusted Net Income

   $ 26      $ 33      $ 49  

Depreciation & Amortization

     9        8        9  

Capital Expenditures

     11        11        5  

Change in Working Capital

     (2      (3      (6
  

 

 

    

 

 

    

 

 

 

After-Tax Levered Free Cash Flow

   $ 21      $ 27      $ 48  

 

(1)

Totals may be affected by rounding.

In light of market conditions after the announcement of the Business Combination, the Haymaker Board requested that Goldman Sachs provide a revised analysis of the estimated price over earnings of each of the categories of selected companies that it had previously considered. This analysis is described under “—Comparable Companies Analysis.” In addition, the Haymaker Board considered the following updated projections (in millions of dollars), which give effect to the adjusted purchase price and reduced leverage:

 

     Fiscal Year Ended December 31,  
     2019E     2020E  

Adjusted Net Income

   $ 38.7     $ 55.7  

After-Tax Levered Free Cash Flow

   $ 33.4 (1)     $ 54.6  

 

(1)

2019E does not give effect to $1.5 million of lost income expected to result from the renovation of the Atlantis facility.

Comparable Company Analysis

Haymaker’s management primarily relied upon comparable company analysis to assess the value that the public markets would likely ascribe to OneSpaWorld and this analysis was presented to the Haymaker Board. The comparable companies the Haymaker Board reviewed were based on three categories: best-in-class service operators, health and wellness, and asset-light leisure. Best-in-class service operators included Bright Horizons Family Solutions, Cintas Corporation, Ecolab, Rollins and SiteOne Landscape Supply. Health and wellness companies included Lululemon Athletica, National Vision Holdings, Nike, Planet Fitness and Weight Watchers International. Asset-light leisure companies included Accor SA, Choice Hotels International, Hilton Worldwide Holdings, Hyatt Hotels Corporation, InterContinental Hotels Group PLC and Marriot International.

These companies were selected by Haymaker as publicly traded companies having businesses that were considered, in certain respects, to be similar to the combined company’s business. Although none of the selected companies reviewed in this analysis were directly comparable to OneSpaWorld, the companies had one or more similar operating and financial characteristics as OneSpaWorld:

 

   

Best-In-Class Service Providers: These selected companies have asset-light business models with low capital intensity. Although the selected companies are in different industry sectors and have different drivers of end-consumer demand, these companies are outsourced service providers with barriers to entry and leading market shares like OneSpaWorld.

 

107


Table of Contents
   

Health and Wellness: These selected companies capture the drivers of end-consumer demand and exposure to secular trends around health and wellness products, services and experiences that are similar to OneSpaWorld’s service and product offerings.

 

   

Asset-Light Leisure: These selected companies generally have an asset-light model. These selected companies operate with a business model that captures similar end-consumer demand for travel and leisure, albeit generally based on royalties as compared to OneSpaWorld’s revenue-sharing model.

The Haymaker Board reviewed the estimated price divided by earnings per share and levered free cash flow yield (calculated as (a) the product of (i) operating cash flow less capital expenditures per share and (ii) diluted shares outstanding, divided by (b) market capitalization) of each of the selected companies. These estimates were prepared by Goldman Sachs based on publicly available consensus research analysts’ estimates and other publicly available information, all as of October 25, 2018. In addition, all estimates were calendarized to December year-ends.

The estimated price divided by earnings per share and levered free cash flow yield for the selected companies are summarized in the table below:

 

     2019 P/E      2020 P/E      2019 FCF Yield     2020 FCF Yield  

Best-In-Class Service Operators

                                                    

Bright Horizons

     31.1x        27.3x        2.9     3.7

Cintas

     22.4x        20.0x        5.8     5.0

Rollins

     47.2x        43.1x        3.9     NA  

Ecolab

     24.9x        22.2x        4.6     3.6

SiteOne

     26.7x        21.1x        NA       NA  
  

 

 

    

 

 

    

 

 

   

 

 

 

Median

     26.7x        22.2x        4.3     3.7
  

 

 

    

 

 

    

 

 

   

 

 

 

Health and Wellness

          

Planet Fitness

     33.8x        28.3x        2.9     3.8

Weight Watchers

     17.1x        13.6x        6.4     8.0

National Vision

     48.0x        40.4x        1.1     2.2

Nike

     24.6x        20.8x        3.5     4.0

Lululemon

     39.2x        34.9x        2.1     2.7
  

 

 

    

 

 

    

 

 

   

 

 

 

Median

     33.8x        28.3x        2.9     3.8
  

 

 

    

 

 

    

 

 

   

 

 

 

Asset-Light Leisure

          

IHG

     16.3x        15.2x        5.6     5.9

Choice

     17.1x        15.0x        6.1     6.3

Marriott

     18.0x        15.8x        6.2     5.0

Hilton

     21.3x        18.2x        3.9     NA  

Hyatt

     37.5x        35.5x        0.5     NA  

Accor

     23.4x        19.5x        4.1     4.9
  

 

 

    

 

 

    

 

 

   

 

 

 

Median

     19.7x        17.0x        4.9     5.5
  

 

 

    

 

 

    

 

 

   

 

 

 

Overall Median

     24.8x        21.0x        3.9     4.5
  

 

 

    

 

 

    

 

 

   

 

 

 

The Haymaker Board compared the implied stock price, as of October 25, 2018, to estimated 2019 and 2020 earnings per share, and implied 2019 and 2020 levered free cash flow yield for OneSpaWorld with the median of these metrics for the selected best-class, health and wellness and asset-light leisure companies. This comparison illustrated an implied stock price over earnings per share of 19.6x for 2019 and 13.1x for 2020 and implied levered free cash flow yield of 4.2% and 7.4% with respect to OneSpaWorld, and a median stock price to earnings per share of 25.3x for 2019 and 21.9x for 2020, and median levered free cash flow yield of 4.7% and 3.9% for the selected companies. Haymaker Board’s comparison of OneSpaWorld to the selected companies allowed the Haymaker Board to conclude that Haymaker’s pro forma implied price to earnings per share was

 

108


Table of Contents

below the selected companies’ benchmarks and the levered free cash flow yield was similar to or above the selected companies’ benchmarks. This analysis supported the Haymaker Board’s determination that the terms of the Business Combination were fair to and in the best interest of Haymaker and its stockholders.

In light of market conditions after the announcement of the Business Combination, the Haymaker Board requested that Goldman Sachs provide a revised analysis of the estimated price over earnings of each of the categories of selected companies. Goldman Sachs prepared these estimates based on publicly available consensus research analysts’ estimates and other publicly available information. In addition, all estimates were calendarized to December year-ends.

The estimated prices divided by earnings per share for the selected companies, as of January 4, 2019, are summarized in the table below:

 

     2019 P/E      2020 P/E  

Best-in-Class Service Operators

                                               

Bright Horizons

     30.7x        26.7x  

Cintas

     21.9x        19.3x  

Rollins

     45.7x        43.1x  

Ecolab

     24.8x        22.1x  

SiteOne

     26.4x        20.6x  
  

 

 

    

 

 

 

Median

     26.4x        22.1x  
  

 

 

    

 

 

 

Health & Wellness

     

Planet Fitness

     38.3x        31.6x  

Weight Watchers

     10.3x        8.3x  

National Vision

     32.7x        26.9x  

Nike

     25.5x        21.7x  

Lululemon

     29.9x        25.3x  
  

 

 

    

 

 

 

Median

     29.9x        25.3x  
  

 

 

    

 

 

 

Asset-Light Leisure

     

IHG

     16.8x        15.7x  

Choice

     17.3x        16.2x  

Marriott

     17.0x        14.7x  

Hilton

     22.0x        18.9x  

Hyatt

     32.4x        26.7x  

Accor

     20.7x        17.3x  
  

 

 

    

 

 

 

Median

     19.0x        16.7x  
  

 

 

    

 

 

 

Overall Median

     25.1x        21.1x  
  

 

 

    

 

 

 

The Haymaker Board compared the implied stock price, as of January 4, 2019, to estimated 2019 and 2020 earnings per share for OneSpaWorld with the median price over earnings per share for the selected best-in-class, health and wellness and asset-light leisure companies. This comparison illustrated an implied stock price over earnings per share, after giving effect to the adjusted purchase price, of 16.3x for 2019 and 11.3x for 2020 with respect to OneSpaWorld, and a median stock price to earnings per share of 25.1x for 2019 and 21.1x for 2020 for the selected companies. As noted above, OneSpaWorld’s implied price over earnings per share, before giving effect to the adjusted purchase price, was 19.6x for 2019 and 13.1x for 2020. This information allowed the Haymaker Board to conclude that the consideration to be paid for OneSpaWorld should be reduced and formed the basis of the Haymaker Board’s determination that the terms of the Business Combination, as amended by the BCA Amendment, were fair to and in the best interests of Haymaker and its stockholders.

 

109


Table of Contents

Interests of Certain Persons in the Business Combination

Interests of Haymaker Sponsor and Haymaker’s Officers and Directors

In considering the recommendation of the Haymaker Board to vote in favor of the Business Combination, Haymaker stockholders should be aware that aside from their interests as stockholders, Haymaker Sponsor and certain members of the Haymaker Board and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. The Haymaker Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, and in recommending to Haymaker stockholders that they approve the Business Combination. Haymaker stockholders should take these interests into account in deciding whether to approve the Business Combination.

These interests include, among other things:

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors agreed not to redeem any Haymaker Common Shares held by them in connection with a stockholder vote to approve a proposed initial business combination;

 

   

the fact that Haymaker Sponsor paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at $30,000,000 (excluding any deferred OneSpaWorld Shares and assuming a value of $10.00 per share) after giving effect to the forfeitures contemplated by the Transaction Agreement and the Sponsor Support Agreement, but, given the restrictions on such shares, Haymaker believes such shares have less value;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Haymaker fails to complete an initial business combination by October 27, 2019;

 

   

the fact that Haymaker Sponsor will forfeit a portion of its OneSpaWorld Private Placement Warrants and will receive deferred OneSpaWorld Shares;

 

   

the fact that the OSW Lock-Up Agreement will be entered into by OneSpaWorld, the directors and officers of OneSpaWorld, Haymaker Sponsor, the directors and officers of Haymaker Sponsor, and Steiner Leisure which, among other things, modifies the Haymaker Fonder Lock-Up Period;

 

   

the fact that Haymaker Sponsor paid an aggregate of $8,000,000 for its 8,000,000 Private Placement Warrants to purchase Class A Shares and that such Private Placement Warrants will expire worthless if a business combination is not consummated by October 27, 2019;

 

   

the right of Haymaker Sponsor to hold OneSpaWorld Shares and the OneSpaWorld Shares to be issued to Haymaker Sponsor upon exercise of its OneSpaWorld Private Placement Warrants following the Business Combination, subject to certain lock-up periods;

 

   

the anticipated service of Steven J. Heyer (Haymaker’s Chief Executive Officer and a member of the Haymaker Board) and Andrew R. Heyer (Haymaker’s President and a member of the Haymaker Board) as directors of OneSpaWorld following the Business Combination;

 

   

the continued indemnification of Haymaker’s existing directors and officers and the continuation of Haymaker’s directors’ and officers’ liability insurance after the Business Combination;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors may not participate in the formation of, or become directors or officers of, any other blank check company until Haymaker (i) has entered into a definitive agreement regarding an initial business combination or (ii) fails to complete an initial business combination by October 27, 2019;

 

   

the fact that Haymaker Sponsor and Haymaker’s officers and directors will lose their entire investment in Haymaker and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by October 27, 2019; and

 

110


Table of Contents
   

the fact that if the Trust Account is liquidated, including in the event Haymaker is unable to complete an initial business combination within the required time period, Haymaker Sponsor has agreed to indemnify Haymaker to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Haymaker has entered into an acquisition agreement or claims of any third-party for services rendered or products sold to Haymaker, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

These interests may influence Haymaker’s directors in making their recommendation that Haymaker stockholders vote in favor of the approval of the Business Combination.

Redemption Rights

Pursuant to Haymaker’s amended and restated certificate of incorporation, holders of Haymaker public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with Haymaker’s amended and restated certificate of incorporation. As of December 31, 2018, this would have amounted to approximately $10.17 per share, after paying approximately $1,106,000 in taxes due on the income earned on the amounts held in the Trust Account. If a holder of Haymaker public shares exercises its redemption rights, then such holder will be exchanging its Class A Shares for cash and will not own shares of OneSpaWorld following the closing of the Business Combination. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to the Transfer Agent in accordance with the procedures described herein. Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than twenty percent (20%) of the Class A Shares included in the public units sold in the Haymaker IPO. Accordingly, all public shares in excess of the 20% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.

Haymaker has no specified maximum redemption threshold under its amended and restated certificate of incorporation, other than the aforementioned 20% threshold. Each redemption of Class A Shares by Haymaker public stockholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $336,670,506 as of December 31, 2018.

The Subscription Agreements and Stock Purchase Agreements (to the extent such Secondary Purchaser has not previously waived such condition in the Subscription Agreement) provide that the closings of the Primary Private Placement and the Secondary Private Placement, respectively, are conditioned on redemptions of Class A Shares not exceeding $165,000,000. The Transaction Agreement further provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares not exceeding $50,000,000, provided, however, that Steiner Leisure may waive such condition and elect to receive additional OneSpaWorld Shares (and reduce the amount of cash consideration) in the amount of redemptions exceeding $50,000,000 (and in the case of redemptions exceeding $165,000,000, the amount of any shortfall in the Primary Private Placement resulting from such excess redemptions).

The Subscription Agreements and Stock Purchase Agreements (to the extent such Secondary Purchaser has not previously waived such condition in the Subscription Agreement) provide that the closings of the Primary Private Placement and the Secondary Private Placement, respectively, are conditioned on redemptions of Class A Shares not exceeding $165,000,000. The Transaction Agreement further provides that each party’s obligation to consummate the Business Combination is conditioned on redemptions of Class A Shares not exceeding $50,000,000, provided, however, that Steiner Leisure may waive such condition and elect to receive additional OneSpaWorld Shares (and reduce the amount of cash consideration) in the amount of redemptions exceeding $50,000,000 (and in the case of redemptions exceeding $165,000,000, the amount of any shortfall in the Primary Private Placement resulting from such excess redemptions).

 

111


Table of Contents

The conditions to closing in the Transaction Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by Haymaker’s public stockholders, this condition is not met or is not waived, then each of Haymaker and Sellers may elect not to consummate the Business Combination. In addition, in no event will Haymaker redeem its Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Business Combination, as provided in Haymaker’s amended and restated certificate of incorporation and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Transaction Agreement. Holders of outstanding Haymaker Public Warrants do not have redemption rights in connection with the Business Combination.

Haymaker stockholders who wish to redeem their public shares for cash must refer to and follow the procedures set forth in the section entitled “Special Meeting of Haymaker Stockholders—Redemption Rights” in order to properly redeem their public shares.

Sources and Uses for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination (all numbers in millions):

Sources & Uses

No Redemption Scenario—Assuming No Redemptions of the Outstanding Class A Shares by Haymaker stockholders

 

Sources of Funds(1)(2)

      

Funds in Trust

   $ 330  

Steiner Leisure Rollover

   $ 148  

Equity Private Placement

   $ 122  

Founder Shares

   $ 30  

Total Debt(5)

   $ 220  
  

 

 

 

Total Sources

   $ 851  

Uses of Funds(1)

      

Cash Consideration to Seller(3)

   $ 637  

Steiner Leisure Rollover(4)

   $ 148  

Founder Shares(4)

   $ 30  

Transaction Expenses

   $ 35  
  

 

 

 

Total Uses

   $ 851  
 

High Redemption Scenario—Assuming Redemptions of the Outstanding Class A Shares by Haymaker stockholders leading to repayments of $165,000,000(6)

 

Sources of Funds(1)(2)

      

Funds in Trust

   $ 165  

Steiner Leisure Rollover

   $ 263  

Equity Private Placement

   $ 122  

Founder Shares

   $ 30  

Total Debt(5)

   $ 271