Haymaker Amends Business Combination Agreement

Haymaker

Haymaker Amends Business Combination Agreement

Jan 8, 2019 INTEL by SPACInsider

Haymaker Acquisition Corp. (HYAC), announced this morning that they have amended their business combination agreement with Steiner Leisure regarding the proposed acquisition of OneWorldSpa, a global provider of health and wellness products and services onboard cruise ships and in destination resorts.

Once again, we are seeing a SPAC revise its transaction in order to better reflect where the current market is in order to get their deal done.  The previous implied enterprise value was $948 million and is now $851 million.

A summary of the changes included in this morning’s 8-K have been provided below:

  • Decreases the aggregate purchase price from $892,500,000 to $835,315,000
  • Decreases the number of common shares of OSW Holdings (Founders Shares) from 2,000,000 to 1,600,000,
  • Decreases the number of OSW Holdings warrants  (the Private Placement Warrants) issuable to Steiner Leisure (subject to certain adjustments) from 1,901,287 to 1,602,440
    • As a result, the number of OSW Holdings warrants that Haymaker Sponsor will be required to forfeit decreases from 5,006,581 to 4,707,734.
  • Decreases the implied value of the OSW Holdings Shares retained by Steiner Leisure (subject to certain adjustments) from $165,403,630 to $148,218,630
  • Increases the number of deferred OSW Holdings Shares issuable upon the occurrence of certain events (earnout) to Steiner Leisure from 1 million to 5 million
  • Provides for the transferability of the rights to receive deferred OSW Holdings Shares after the six-month lock-up period following the closing of the business combination (or such earlier date based upon the occurrence of certain events).

 

Below is the new transaction overview included in the new investor presentation filed this morning:

haymaker transaction overview 1-8-19

 

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