Onespaworld Holdings Limited · NASDAQ:OSW
Onespaworld — Proxy Contest (June 2020)
16 slides from Onespaworld's proxy contest presentation, Jun 1, 2020
Slide 1: Investor Presentation | May 2020
I N V E S TO R P R E S E N TAT I O N | M AY 2 0 2 0
Slide 2: Proposed Financing Is Critical to Sustaining Our Business
PROPOSED FINANCING IS CRITICAL TO SUSTAINING OUR BUSINESS • The COVID-19 pandemic has had a material negative impact on our financial and cash position, leaving us unable to generate any meaningful revenue until our cruise line partners resume operations OneSpaWorld • We have limited available cash
Slide 3: OneSpaWorld Is an Undisputed Industry Leader with a Unique Business Model
ONESPAWORLD IS AN UNDISPUTED INDUSTRY LEADER WITH A UNIQUE BUSINESS MODEL • OneSpaWorld is the preeminent global operator of health and wellness centers onboard cruise ships and a leading operator of health and wellness centers at destination resorts worldwide • Our highly trained and experienced st
Slide 4: The Company Faces Existential Risk
THE COMPANY FACES EXISTENTIAL RISK The COVID-19 pandemic has had a material negative impact on our financial and cash position. The March 13, 2020 cessation of operations by cruise lines, on which our revenue is substantially dependent, leaves us unable to generate any meaningful revenue until their
Slide 5: We Raised Critical Capital During a Time of Unprecedented Uncertainty and Market Volatility
WE RAISED CRITICAL CAPITAL DURING A TIME OF UNPRECEDENTED UNCERTAINTY AND MARKET VOLATILITY OneSpaWorld Share Price and Volume: March 9, 2020 to May 22, 2020 We raised capital on a timely basis Shares fell as low as $2.54 on April 10,000 $7 during a period of unprecedented 2, 2020 after reaching an
Slide 6: This Proposed Transaction Provides a Vital Lifeline
THIS PROPOSED TRANSACTION PROVIDES A VITAL LIFELINE PROVIDES CREATES SHARES PRICED AT $75 MILLION 24 MONTHS SIX PERCENT IN CRITICALLY-NEEDED CAPITAL OF LIQUIDITY CUSHION EFFECTIVE1 DISCOUNT TO OSW’S 20-DAY VWAP Rationale • Provides critical funding, amid unprecedented disruption and uncertainty, to
Slide 7: The Board Conducted a Thorough Process, with a Focus on Certainty and Timing
THE BOARD CONDUCTED A THOROUGH PROCESS, WITH A FOCUS ON CERTAINTY AND TIMING 1 Various funding options were considered • A private placement offered the greatest certainty on timing and pricing of the investment • Existing lenders were unwilling to extend additional financing and existing debt facil
Slide 8: The Market Response Has Been Enthusiastic
THE MARKET RESPONSE HAS BEEN ENTHUSIASTIC OSW Share Price Performance Since Announcement “We view this morning’s announcement as a clear positive even after accounting for the equity dilution. OneSpaWorld S&P 500 The $75M equity raise is essentially buying OSW 33.4 % DJ US Travel & Leisure NASDAQ Gl
Slide 9: Vote FOR This Critical Lifeline
VOTE FOR THIS CRITICAL LIFELINE If shareholders APPROVE the proposals: We will be able to address both our financial covenant risk and our going-concern risk: Provides critical funding, amid unprecedented disruption and uncertainty, to sustain the business and address our going-concern issue Add
Slide 10: Appendix
Appendix - Clearing Up the Facts - Non-GAAP Reconciliation 10
Slide 11: Clearing Up the Facts: On Process
CLEARING UP THE FACTS On Process: Deep Field Asset Management contends the process was “tremendously flawed” Reality: The Board conducted a disciplined and thorough process, with a focus on certainty and timing given the urgency of the situation • Established a Special Committee which quickly retain
Slide 12: Clearing Up the Facts: On Urgency
CLEARING UP THE FACTS On Urgency: Deep Field Asset Management contends the Company “does not need to do this deal, under these terms, at this time” Reality: The Company must raise significant capital quickly to avoid two existential financial risks • Wishful thinking is not a strategy: the Company n
Slide 13: Clearing Up the Facts: On Fairness
CLEARING UP THE FACTS On Fairness: Deep Field Asset Management “cannot see any basis … to conclude that this is a fair transaction” Reality: The market disagrees, and our proxy statement explains in great detail why the transaction is fair • Our stock gained 33.4% the day the transaction was announc
Slide 14: Clearing Up the Facts: On Governance
CLEARING UP THE FACTS On Governance: Deep Field Asset Management contends the process was “insider-driven” Reality: The transaction was driven by an immediate, unexpected, and material financial need; no directors overseeing the process put forward a bid • The members of the Special Committee were u
Slide 15: Reconciliation of Non-GAAP Financial Metrics
RECONCILIATION OF NON-GAAP FINANCIAL METRICS ($M) For the Year Ended December 31, 2019 Net (Loss) Income ($37.0) Provision for Income Taxes (0.0) Interest Income (0.0) 1 Non-Controlling Interest (4.0) Interest Expense 19.8 Loss on Extinguishment of Debt 3.4 2 Related Party Adjustments 0.5 Depreciati
Slide 16: Forward-Looking Statements
Forward-Looking Statements These materials include “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may differ from OneSpaWorld Holdings Limited’s (“OSW”) actual results and conse