Based on their assessment of actionable financing alternatives, including input from our lenders, the Special Committee authorized Nomura to solicit institutional investors with the ability to quickly execute an equity financing that met the required criteria under the highly challenging circumstances facing OSW. Nomura contacted 19 qualified parties, including seven private equity firms, seven long-only investors, two hedge funds and three family offices/sovereign wealth funds. Five proposals were ultimately received. Certain of these potential investors, including SLL, requested Board and management participation in the investment to demonstrate confidence in OSW’s future.
After thorough vetting of the merits and risks of each proposal, and negotiating substantially improved terms from SLL, the Special Committee unanimously determined that theSLL-led equity financing of $75 million was superior to all alternatives and in the best interest of OSW and its shareholders. Duff & Phelps rendered a fairness opinion with respect to the transaction supporting this determination.
SLL is the prior owner of OSW and has a deep understanding of our business, our competitive positioning, and our value drivers – and has not sold any of its OSW stock since closing of the business combination transactions. As such, SLL was able to offer the most attractive proposal based on our key criteria: valuation, structure, timing, degree of certainty, and avoidance of adverse tax consequences to the Company.
The Special Committee’s reasons for recommending that shareholders approve the equity financing and the proposals to be voted on at the Annual Meeting are more fully set forth in OSW’s preliminary proxy statement filed with the SEC on May 12, 2020.
Why Your Board is Convinced This is the Right Solution
We believe the $75 million equity financing will enable OSW to survive more than 24 months without significant revenues. If we receive this financing, we do not expect to need additional financing during that time and will be able to remain in compliance with our debt facilities. The Board believes consummation of the equity financing will enable us to quickly restart operations when our cruise line partners resume sailing, facilitate innovation in our service and product offerings and wellness experiences, and position us for long-term operation and growth. The Board also believes the debt facility amendments – which will only remain effective if the equity financing is consummated – will provide us with additional operational flexibilityvis-à-vis our key cruise line and resort partners and product suppliers.
What Happens if the Private Placement Proposals Are Not Approved?
If OSW shareholders do not approve Proposals 3 and 4, we cannot complete the equity financing and will need to obtain adequate alternative financing in order to remain in compliance with our debt facilities, enhance our liquidity position, and fund our operations while our business is impaired. Adequate funds may not be available on a timely basis, and if we do not receive sufficient capital, we may be required to further reduce our limited operations and may have insufficient funds to pay our existing accounts payable. Furthermore, there can be no guarantee that we will be able to effect another long-term financing option on terms as favorable as the proposed transaction or in an amount sufficient to satisfy OSW’s long term liquidity needs. As we stated in our10-Q filed on May 13, 2020, absent this critical financing, OSW may not be able to survive as a going concern.
YOUR BOARD OF DIRECTORS URGES YOU TO VOTE “FOR” THE PRIVATE PLACEMENT PROPOSALS TO PROTECT YOUR INVESTMENT
YOUR VOTE IS CRITICAL. We urge you to vote “FOR” the private placement proposals at our upcoming Annual Meeting currently expected to be held on June 10, 2020. You will be able to vote by proxy card, telephone, or online as described in more detail in our preliminary proxy statement filed with the SEC on May 12, 2020 and our definitive proxy statement to be filed with the SEC.
On behalf of our Board of Directors, I want to thank you for your continued support and confidence during these challenging times.
Sincerely,
Leonard Fluxman
Executive Chairman