As a reminder, this conference call is being recorded, and the press release and slide presentation regarding today's announcement are available on the Investor Relations section of Cody's website. The archive replay can be accessed on the Cody website following the call. I would now like to turn the conference over to your host, Cody Slach of Gateway Group. Cody, you may now begin.
Thank you, Operator. Good morning, everyone, and thank you for joining us. On the call with me today is Elias Sabo, CEO of Cody, Ryan Faulkingham, CFO of Cody, Pat Maciariello, COO of Compass Group Management, and from the Cody investment team, Raj Dalal, Rachel Koh, and Phoebe Madsen. During this call, we may make certain forward-looking statements, including statements about the expected closing of the transaction with The Honey Pot Company, expected accretion and financial impact of the transaction, anticipated future performance of both The Honey Pot Company and Cody, and statements with respect to The Honey Pot Company's pronounced ESG efforts. Words such as believes, expects, plans, anticipates, projects, estimates, and future, and conditional verbs such as will, would, should, could, or may, or variations thereof, and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions.
Certain factors could cause actual results to differ on a material basis from those projected in these forward-looking statements, and some of these factors are enumerated in our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, as well as in other SEC filings. Except as required by law, Cody undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. With that said, I will now turn the call over to Cody's CEO, Elias Sabo.
Good morning, everyone, and thank you for joining us today. We are excited to announce that Cody has entered into a definitive agreement to partner with the Honeypot Company, a leading, better-for-you feminine care brand. Beatrice Dixon, co-founder, CEO, and Chief Innovation Officer of the Honeypot Company, has done an amazing job building her business into a leading feminine care brand with distinctive category ownership and unique brand positioning. The Honeypot's business fundamentals align with Cody's high standards, and the company has all the attributes we look for in an acquisition. Once the transaction is closed, Honeypot will bolster Cody's group of innovative, high-free cash flow businesses and give us a presence in the personal care sector of the consumer market. Honeypot's strong leadership team, efficacious products, and enthusiastic customer base all provide the business with tremendous growth opportunities ahead.
As we have said before, one of Cody's strongest competitive advantages is our lower-weighted average cost of capital, largely anchored by our eight- and 10-year unsecured bonds, which have allowed us to acquire A-plus businesses when many of our competitors are sidelined. Additionally, as announced last month, we received a $75.2 million equity investment from Allspring Global Investments, which has provided us with the opportunity to jump on this acquisition while many of our competitors are out of the market. In fact, for the first time in 18 months, we've started to see exciting opportunities like the Honeypot Company, so we believe the opportunity to sell primary stock to pre-fund the equity need was a very timely opportunity for our company and shareholders. Allspring is a long-term, patient equity owner that believes in our differentiation and competitive advantages, and we are delighted to have them as shareholders.
Like many of Cody's prior acquisitions, our partnership approach with management teams and our speed and certainty to close were key differentiators in this process. I'd like to commend Beatrice and her team, along with the Cody team, for their tremendous effort in bringing this partnership together over the last several weeks. Taking a step back, let me introduce you to the Honeypot Company. Historically, the feminine care industry has been surrounded by stigma, dominated by a handful of large, impersonal brands, and ripe for disruption. A decade ago, Honeypot's co-founder and CEO, Beatrice Dixon, faced persistent feminine health issues and struggled to find safe but effective solutions in the market, motivating her to create home remedies in her kitchen. She founded Honeypot with the goal of normalizing holistic wellness by creating healthier, efficacious feminine care products and cultivating an inclusive, trusted community to educate and support one another.
Today, Honeypot is a leading, premium feminine care brand providing a complete, cross-category care system of clinically tested formulas containing plant-derived ingredients. Over the last several years, the business has built impressive scale and cultivated a passionate customer base by normalizing the normal through its authentic brand voice and educational content. Moving to slide five, Honeypot offers a wide selection of feminine care essentials across the personal care, menstrual, consumer health, and sexual wellness categories. Consistent with shifts in consumer preferences towards better-for-you products in other CPG segments, many consumers are seeking healthier feminine care products and are choosing Honeypot for their clinically tested formulas containing plant-derived ingredients. Honeypot's broad portfolio sets it apart from other better-for-you brands by providing the first complete feminine care system, encouraging consumers to cross the aisle with the brand.
The company is a science-backed innovation leader in the industry and has brought over 60 products to market since inception. Honeypot maintains a quality assurance and compliance process to ensure its products are safe, high-quality, and powered by herbs. Honeypot plans to further solidify its position as consumers' go-to better-for-you personal care brand by selectively entering new categories and strategically expanding their continuum of care with solutions tailored for underserved life stages. Although a digitally native brand, Honeypot has achieved scaled distribution through its retailer-first strategy. Slide six gives you a sense of the rapid growth Honeypot has achieved in the last few years as they expanded their retail footprint, resulting in greater than 50% gross sales CAGR since 2020. In the early years, Beatrice and her co-founder, Simon Gray, bootstrapped their way into small business by working the local trade show circuit.
In 2017, they were noticed by Target, who launched their products in over 1,000 doors. Target was an early champion for Honeypot, and the brand's success there helped propel them to the top of the better-for-you list. Since then, Honeypot has become well-established in the mass channel with full distribution on Core SKUs in Target and Walmart. They have expanded into the drug and grocery channels but still have plenty of room to run here and will look to enter the club channel in the future. In addition to retail, Honeypot has tremendous untapped opportunity in the e-commerce segment. The company launched its Amazon storefront in 2023 and is already seeing great traction in that channel. We look forward to supporting Honeypot as they continue to expand their reach and grow their community.
As we've said before, Cody aims to identify and acquire true middle-market leaders in their respective industries, and we are confident we have done just that with the Honeypot Company. Honeypot has earned a unique brand position as the innovation leader with a well-established retail footprint in the better-for-you feminine care space. That said, the company has a significant runway to increase its brand awareness and further expand distribution to continue taking share from stagnant legacy brands and accelerate its growth. Honeypot's distinct marketing strategy is underpinned by their dedication to educating the consumer because it helps break down the stigmas that have made feminine wellness historically difficult to discuss.
Their bold, honest, and relatable digital content fosters community learning and especially connects with younger millennial and Gen Z consumers who are much less inhibited in discussing personal topics with friends and family and who expect more from brands than prior generations did. Finally, as is core to Cody's strategy, we are partnering with an exceptional and all-women executive team led by Co-founder and CEO Beatrice Dixon. Honeypot's leadership is passionate about the company's mission to promote holistic wellness, and we are excited to support them in the company's next stage of growth. Turning to slide eight, we believe Honeypot's addressable market is valued at greater than $17 billion, which comprises the personal care categories in which Honeypot operates today.
Although the company has earned a loyal community of customers and established itself as the fifth-largest feminine care brand at retail, Honeypot's brand awareness and household penetration significantly trail those of legacy players. The coupling of low awareness with high retention and preference among consumers who have tried Honeypot's products highlights the significant opportunity for accelerated growth that could be achieved with strategic increases in marketing efforts. Furthermore, we expect Honeypot to continue taking share as the only feminine care brand with a demonstrated ability to win in multiple feminine care categories, encouraging customers to develop a full personal care regimen with the brand. Lastly, Honeypot's unique brand voice and focus on consumer education authentically speak to younger generations.
As older consumers continue to age out of the category, we believe the company will welcome these consumers into its community at a higher rate than legacy competitors, significantly growing its share of category and propelling faster than market growth. Moving on to page nine, we are excited by the strong financial and operational results the Honeypot team has delivered today. Honeypot's estimated gross sales for the trailing 12 months ended December 23rd, 2023, exceeded $121 million with approximately $29 million of adjusted EBITDA. Since 2020, the Honeypot Company has achieved an impressive gross sales CAGR of approximately 54%. Many of the Honeypot's products are highly consumable and non-discretionary in nature, providing a steady, recurring base of earnings that the company continues to grow as they expand their community. Still more impressive has been the company's ability to grow profitably.
The Honeypot benefits from an outsourced manufacturing model, leading to low CapEx spend of roughly 2% of net sales or less per year. Honeypot's free cash flow profile is further bolstered by its tax assets and minimum working capital needs. In the last few years, Honeypot has made significant infrastructure investments in talent and operations, and we expect the company will continue to benefit from operating leverage as they scale further. As far as the terms of the transaction, on slide 10, you can see that Cody has agreed to acquire the Honeypot Company for an enterprise value of $380 million, excluding working capital and certain other adjustments. Honeypot's management team is rolling over significant equity and will remain meaningful owners of the business post-close. We are also pleased that Beatrice Dixon, Co-founder and CEO, and the rest of her team will continue to lead Honeypot in partnership with Cody.
We expect to fund the purchase price entirely with cash on hand and anticipate closing the transaction in February. The total outstanding indebtedness after we close the transaction will be approximately $1.7 billion and our full $600 million revolver availability. We truly admire the Honeypot team for the incredible success they have achieved so far and look forward to supporting the company in carrying out its mission to promote holistic wellness for all. This partnership is a testament to the significant competitive advantages Cody possesses. Given our lower cost of capital and the recent investment from Allspring, we were able to act swiftly in this transaction without financing contingencies and with more surety to close. We are excited for this next chapter and believe we are poised for a strong 2024. With that, thank you for attending today and will now take your questions.
Operator, please open up the lines.
Thank you, ladies and gentlemen. We will now begin the question and answer session. Should you have a question, please press star, followed by the one on your touch-tone phone. You will hear a three-tone prompt acknowledging your request, and your questions will be pulled in the order they are received. Should you wish to decline from the polling process, please press star, followed by the two. If you are using a speakerphone, please lift the handset before pressing any keys. One moment, please for your first question. Your first question comes from Chris Kennedy with William Blair. Please go ahead.
Yeah, good morning. Thanks for taking the questions. Can you give an update on the leverage after the Allspring deal, after the sale of Marucci on a pro forma basis for this deal? Thank you.
Yeah, hi, Chris. It's Ryan.
So, plan tomorrow would be to give you a little color on leverage on our investor day. Certainly, as you mentioned, we had the Marucci sale in the fourth quarter. We had the Allspring investment in the fourth quarter. We're able to fund this with cash. So, I think we'll give you a snapshot of fourth quarter leverage expectations tomorrow. So, hate to be coy right now, but that's probably a better venue to have that discussion.
Understood. And then a quick follow-up. You talked about the penetration within households. Can you talk about the brand awareness of this asset? Thank you. Sure.
This is Raj Dalal speaking.
So we've done extensive consumer surveys, and this brand continues to be, given its kind of recency in the consumer market, we estimate levels in the high 20s of awareness aided versus most of its legacy competitors are 40-50 basis points higher. So there's significant awareness gains that we think we can drive through continued marketing support.
Great. Thanks for taking the questions. Look forward to tomorrow.
Thank you, Chris. Your next question comes from Matt Koranda with Roth MKM. Please go ahead.
Hey, guys. Good morning. So just wanted to maybe hear you unpack some of the growth levers you think you have at your disposal, both near-term and long-term. Sounds like you alluded to more points of distribution or a possibility in maybe the near term, but what about new products?
And then just it sounds also like maybe your balance sheet would bring the capability to lean into marketing a bit more to build on that aided awareness. Maybe just speak to sort of some of those growth levers you have at your disposal, especially now with Cody's balance sheet sort of behind Honeypot here.
Yeah. So we see a 4.5% household penetration. So there's lots of large, massive kind of white space opportunities, both from a white space distribution, as Elias mentioned. They're just recently entering into the drug channels and the grocery channels and are pretty nascent online. And so there's significant white space distribution. But the company has been very much a leader from a product innovation standpoint and new product development and their proven ability to cross the aisle and not just play in one single category like menstrual, but being in wellness, menstrual, sexual health.
We think that there's significant opportunity to continue to innovate and bring disruptive markets into the product portfolio. So lots of white space, lots of levers. I would just add the company's purely domestic at this point as well. And a lot of these brands we've found can extend overseas.
Okay. Helpful. And then just maybe could you speak to the mix of revenue? I guess it was unclear on sort of how much is coming from retail versus online for the brand. And maybe within retail, just any rough idea of exposure to sort of the mass retailers. It looks like probably a decent amount to Target, Walmart, whatnot. But any color on sort of how that breaks down would be helpful.
Yeah. So it is definitely a retail-first brand. It's, I would say, more than 90% through the retail channels.
Its own online platform is more of a customer education tool. So they sell online through their retail partners and Amazon. So it's predominantly retail. Within retail, they have pretty strong distribution over 33,000 doors just in the U.S. And that kind of covers the two large mass retailers, Target and Walmart, who are significant customers and significant sellers for personal care needs in general, right? As well as kind of strong distribution in CVS and Walgreens. Those are the two. Those are the kind of the four main retail partners.
Okay. Super helpful. And then maybe just last one. Is there a margin improvement play here? I mean, it looks like mid-20% sort of EBITDA margin looks pretty healthy, especially accretive to the overall Cody sort of profile.
But I'm curious, sort of, what more mature feminine hygiene companies might look like in terms of margin profile, what this could look like over a longer period of time, maybe at better scale. Just any color on your thinking in terms of the margins.
Yeah. So the company has obviously had very robust growth and has scaled pretty rapidly. In the process of that, they've kind of elevated and upgraded their manufacturing partners. But we think as they continue to scale, they should have better buying power as a whole. And then from an operating leverage standpoint, they've done a great job investing in infrastructure ahead of growth. And so we should see kind of continued flow through to profitability.
Yeah. And Matt, I would just kind of add here that this is a relatively young company.
\=By when it was founded, household penetration, no matter how you look at it, it's a youthful company. And so on the one hand, you'd clearly expect as we get more buying leverage, margins can improve. There's operating leverage that you can get on kind of fixed investments and overhead. But I think the real play here is to dramatically expand its audience and to increase its marketing and its awareness. So I would caution anyone against thinking that there's margin accretion coming. I would say, as you've seen us do in the past, our goal is to figure out where the best point of attack resources can be deployed and to direct them for high return on invested capital. In this case, it's broadening the brand awareness.
And so I think any improvements that can be gained by scale leverage are probably going to be offset and maybe even more than offset by marketing investment. But that's marketing investment that should drive dramatic kind of returns because they're at such a low base, because the products are superior and disruptive to what has really been a stale legacy industry. And what Raj and I had talked about earlier, which is if you think about it, this is a product lifecycle that has a finite amount of time with a person. And so you're going to age out at some point. And this brand really indexes towards kind of the youth who are looking for better-for-you products, less price-sensitive. And so this brand is right where you want it to be. We know there's going to be aging out that are part of the legacy products.
And then people coming in are looking for brands like this. So this has all the hallmarks of a company that high Net Promoter Score, great brand loyalty, disruptive products, but with low household penetration. That has all the benefits and the right attributes of what we look for to put marketing dollars against and really expand sort of revenue growth and scale in that way. So I know not 100% what you were asking, but I would say we are looking for opportunities to really kind of promote this brand. And we think its existing portfolio and positioning allows it to really gobble up a lot of market share as we direct more resources in that manner.
Perfect. Not what I was asking, but very much what I was looking for for the perspective. So thank you for that, Elias. I'll jump back into you guys. Thank you.
Ladies and gentlemen, as a reminder, should you have a question, please press star followed by the one. Your next question is from Matthew Howlett with B. Riley. Please go ahead.
Oh, hey, Elias. Hey, Ryan. Thanks for taking the question. Hey, look, anything unique and congrats on the deal. The first question is, anything unique in terms of the structuring or the earn-out with management, the incentives with management? Can you go over anything there that might be different than or unique relative to your other structures of your other portfolio companies?
I would say there's nothing, Matt, that is overly unique. It's sort of right down the middle, the fairway of what we would normally have. We have obviously minority shareholders and the two co-founders who are rolling over and the CEO, Beatrice Dixon, who's going to become an equity owner alongside us.
But that's typical in virtually all the deals that we do. There's no earn-out here. Kind of straight down the middle of the fairway.
Great. And then I'll just add a quick
we are implementing a very broad-based option program where we think employee ownership is pretty important. And so we're making the option program available to the entire employee base. Right. And they have standard incentives and things like that in place, right, for management, things of that nature. Correct. There's nothing untraditional here. Right.
Okay. Great. And then I guess just a little bit of a background on how this came about. I mean, I think we're all kind of waiting for a deal in healthcare. And I'm sure that's coming. But this seemed like an opportunistic deal that came about. A little bit of a background, how you were introduced and what made this so compelling.
Elias, you mentioned, I mean, the M&A market's been slowing. You guys have the ability to pounce when you see a deal come your way, especially something that's attractive. Just a little background on what came about and maybe an update on healthcare while we're waiting.
Sure, Matt. I'm going to give a sort of broader view. Then I'm going to ask Raj to talk specifically about how the deal came about and how we were able to really use our advantages to be able to close on the transaction or announce the transaction. First, I think if you think about sort of healthcare, ultimately, when we're thinking about healthcare, one of the things that we talk about is being in a different market, giving us greater diversity, the staple sort of nature of the consumable product, right?
In most cases, we're talking about outsourced services. So what we're looking for is some level of predictability. This is sort of a company that almost fits somewhere between our healthcare and our consumer business. It's clearly a consumer products company, but it's got a little bit of a different bent to it, because it's a staple product, it gives us a lot of that. If you think about sort of kind of just a foundational level of profitability that we can then grow and invest off of, this company, like a lot of healthcare businesses, has more of an annuity-like component to its base cash flow, so I would say there's some level of similarity there. Now, at the end of the day, we do healthcare vertical. We are looking to populate that with new investment opportunities.
But that doesn't prevent us, nor will it ever prevent us from finding good opportunities in other verticals that we're in and chasing those down. And we're not reserving capital in any way for a future deal that may or may not come. When we see great opportunities, we pounce. And before I turn it over to Raj, I think this is a really unique and great opportunity, Matt. I mean, historically, these types of companies in the wellness category have not traded for kind of 13 times EBITDA multiples. They've traded for multiples that are high teens to 20s and sometimes even high 20s.
If you're on trend like this company is with better-for-you products where the customer base is changing just by its own nature to more favor our products, this is a company that I think in different market conditions could have traded at a 50%-100% multiple premium to what we paid. I mean, if you just look over history at where wellness brands have traded at, it's not at multiples like this. So this is a function of the fact that the market is incredibly weak, especially for consumer products companies today.
Being a buyer with capital and a balance sheet and not subject to the whims of the debt markets for single asset financing, our competitive advantage in this sector, and I would say even more broadly, is greater than it's ever been from a weighted average cost of capital standpoint, from a speed and certainty to close standpoint. I mean, frankly, it reminds us more of competing in 2020 when we bought BOA and Marucci. That's kind of a competitive dynamic we find ourselves in today. And so this is an extraordinary time for us to be able to put money to work. And whether it's healthcare, whether it's industrial, whether it's a CPG company like this is, honestly, we're a little bit agnostic if the deal is good enough. And I can tell you now, I don't have a crystal ball.
I can't tell you this is going to be a home run company for us and we're going to smash it out of the park. We believe we will. I can tell you that the dynamics in terms of characteristics of this company, positioning, and deal terms make this a company that has a huge opportunity to create shareholder value for our shareholders. And that's sort of what we're constantly out there looking for. So that was kind of what I would just say broadly about our capital allocation and thinking about a business like this. But Raj, maybe you can give some specifics on kind of how we chase this down and we're able to secure this company.
Yeah, happy to. So it was a process run by Perella Weinberg, but they ran a very limited outreach process, mostly earmarked towards sponsors.
I think how we fit into that, they were really looking for a growth-oriented firm with experience in consumer. And I think cultural fit was kind of first and foremost for who the founders wanted to work with. And I think our team really resonated from that last standpoint. And so it was, I would say we participated in a very limited process, but quickly fostered really great connections with management. And at the end of the day, management were the decision makers and we prevailed. So very happy to it's a highly competitive market with a lot of our competitive peers. And I think we rose to the occasion. Yeah. And Matt, just one thing to point here. I mean, a big part of when Bea founded this business, obviously, it was based on her own personal health and wellness. But she has an incredible passion.
And her passion, as we've talked about, is to destigmatize even discussing this, to educate, and to provide great products. We say this a lot, and we'll talk about this at our investor day tomorrow. But as we contrast with kind of the competitors that we're normally in market against with private equity, if your goal is to really build a much bigger business that has these social benefits associated with it around education and destigmatization and better products that are creating more health, look, you're not going to do that in a two, three, four-year fund. I mean, it's the problem with private equity. It's been the problem forever. Private equity has been enabled by the fact that the Federal Reserve had lowered interest rates for 20 straight years, and they traded kind of assets. Contrast what we are.
We're somebody who buys businesses and builds those for the long term. Now, we occasionally divest if there's a great offer. But that aligns with the mission of what this company wants to do. This company wants to reach a broader audience. It wants to destigmatize discussion around the category. You're not going to do that in a two, three, or four-year fund. And so when you look at the platform we have and you look at what we can sell to management teams and entrepreneurs in terms of how we're going to partner and build your business and the legacy that you've built so far is going to be expanded under our ownership, it's where we have huge competitive differentiation.
And we don't need to be the highest price when our cultural values and our operating model aligns as well as it does with our target companies, like in this instance here with The Honeypot.
Yeah. I was going to say, you guys, your competitive advantage really showed up here. It looks like you got a great price for these types of companies that go at, like you said, huge multiples you've seen in the past. I guess the final question, I guess it goes without saying, Elias, you typically don't own something in your portfolio that you want to see it get to $100 million of EBITDA. I know we're at $29 million. This is clearly something that you can hold for a while and get up to that 100-plus million of EBITDA over your holding timeframe.
No question. I mean, you saw the total TAM here is $17 billion.
Now, that's a number that's a little hard to wrap your mind around, obviously, and we're $120 million of sales of that. So if you think about total TAM across all the categories that the company's currently playing in, it's sub 1%. Now, we could look at the SAM, the serviceable addressable market, is probably a little bit smaller than that, but nonetheless, Matt, this is a huge TAM, and it's a disruptive business, and as we're able to bring our resources to help this company continue to execute its strategy, I think getting to $100 million plus EBITDA is well within the purview of what this company has in front of it, and as you know, we match the duration of the opportunity to the duration of our capital.
So if that takes five years to get to, or if it takes seven years to get to, or three years to get to, our capital is available for kind of that opportunity. And we see a pathway to get to kind of triple digits EBITDA under our ownership.
Really terrific. Thanks a lot. We'll look forward to tomorrow.
Thank you, Matt.
There are no further questions at this time. I will now turn the call over to Elias for final remarks.
Thank you all. We look forward to seeing you tomorrow at our investor day. And we are incredibly enthusiastic to be announcing this partnership today. Thank you. Have a great day.
Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.