OneSpaWorld Announces Completion of Warrant Conversion and Further Enhancements to its Capital Structure
26 March 2024 - 9:45PM
Business Wire
Net Proceeds from Warrant Conversion
Generate $52.1 Million in New Cash Proceeds
OneSpaWorld Holdings Limited, (NASDAQ: OSW), the pre-eminent
global provider of health and wellness products and services on
board cruise ships and in destination resorts around the world,
announced today that all remaining public warrants have been
converted into common shares and exercised or canceled, generating
$52.1 million in new cash proceeds for the Company.
Leonard Fluxman, Executive Chairman, Chief Executive Officer and
President of OneSpaWorld, commented, “March 19th marked an
important milestone for the Company, as we celebrated our five-year
anniversary as a public Company and concluded a highly successful
period for OneSpaWorld. Indeed, since the time of our de-SPAC, we
not only demonstrated our power to operate a complex business model
in all types of environments, culminating in a record fiscal year
in 2023, we also built upon our strengths and capabilities to
provide for our future growth while utilizing our free cash flow
generation to significantly reduce debt, complete a warrant
exchange and repurchase our common shares. Today, we announced the
completion of our public warrant conversion, yet another key
accomplishment for our Company. These actions combined with the
exit of ownership by our private equity investor, Steiner Leisure
Limited allows us to move forward with a simplified capital
structure, increased trading liquidity and increased public float
for the benefit of our shareholders.”
Fluxman added, “We continue to be excited about our business
outlook as the robust trends we experienced in 2023 have continued
into 2024. The momentum for cruising remains strong, and we
continue to add new health and wellness centers to our fold and
forge new and extended agreements with our partners, most recently
with Royal Caribbean and Celebrity Cruises. We believe our
strategies have us poised to take our superior guest experiences to
a higher level of performance to drive continued increases in key
operating metrics at our health and wellness centers. We continue
to expect fiscal 2024 to represent another record year for
OneSpaWorld, and importantly, increase value for our stakeholders.
We remain confident in our ability to deliver consistent and
sustained long term revenue and profit growth.”
On March 19, 2019, OneSpaWorld Holdings Limited (the “Company”)
issued 24,499,999 warrants to purchase common shares, par value
$0.0001 per share, of the Company, at an exercise price of $11.50
per share (the “Warrants”). On March 19, 2024, the five-year
exercise period for the Warrants (the “Exercise Period”) expired
and the remaining 465,689 unexercised Warrants were cancelled. Over
the Exercise Period, a total of 24,034,310 Warrants were exercised,
generating net proceeds to the Company (after deducting applicable
fees) of approximately $54.1 million. As previously announced, a
total of 19,270,733 Warrants were exchanged for the Company’s
common shares pursuant to privately negotiated warrant exchange
agreements with certain holders of the Warrants. As most of the
warrants were converted for cash, the diluted share count is now
approximately 106.0 million.
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy, any securities, nor shall there be any
sale, issuance or transfer or securities in any jurisdiction in
contravention of applicable law.
About OneSpaWorld
Headquartered in Nassau, Bahamas, OneSpaWorld is one of the
largest health and wellness services companies in the world.
OneSpaWorld's distinguished health and wellness centers offer
guests a comprehensive suite of premium health, wellness, fitness
and beauty services, treatments, and products currently onboard 193
cruise ships and at 51 destination resorts around the world.
OneSpaWorld holds the leading market position within the cruise
line industry of the historically fast-growing international
leisure market and has been built upon its exceptional service
standards, expansive global recruitment, training and logistics
platforms, irreplicable operating infrastructure, extraordinary
team and a history of service and product innovation that has
enhanced its guests' personal care experiences while vacationing
for over 65 years.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The expectations,
estimates, and projections of the Company may differ from its
actual results and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "continue," or the negative or
other variations thereof and similar expressions are intended to
identify such forward looking statements. These forward-looking
statements include, without limitation, expectations with respect
to future performance of the Company, including projected financial
information (which is not audited or reviewed by the Company’s
auditors), and the future plans, operations and opportunities for
the Company and other statements that are not historical facts.
These statements are based on the current expectations of the
Company’s management and are not predictions of actual performance.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Factors that may cause such
differences include, but are not limited to: the demand for the
Company’s services together with the possibility that the Company
may be adversely affected by other economic, business, and/or
competitive factors or changes in the business environment in which
the Company operates; changes in consumer preferences or the market
for the Company’s services; changes in applicable laws or
regulations; the availability or competition for opportunities for
expansion of the Company’s business; difficulties of managing
growth profitably; the loss of one or more members of the Company’s
management team; loss of a major customer and other risks and
uncertainties included from time to time in the Company’s reports
(including all amendments to those reports) filed with the SEC. The
Company cautions that the foregoing list of factors is not
exclusive. You should not place undue reliance upon any
forward-looking statements, which speak only as of the date made.
The Company does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions, or circumstances
on which any such statement is based, except as required by law.
These forward-looking statements should not be relied upon as
representing the Company’s assessments as of any date subsequent to
the date of this communication.
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version on businesswire.com: https://www.businesswire.com/news/home/20240326867015/en/
ICR: Investors: Allison Malkin 203-682-8225
allison.malkin@icrinc.com
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