OneWater Marine Inc. signs definitive agreement to acquire T-H Marine

OneWater Marine Inc. updates on its business operations © OneWater Marine Inc

OneWater Marine Inc. (NASDAQ: ONEW) ("OneWater" or "the Company") announced today that it has entered into a definitive agreement to acquire T-H Marine, a leading provider of branded marine parts and accessories, for approximately $185 million. The transaction is expected to close in the calendar fourth quarter of 2021.

"With its comprehensive product portfolio, reputation for innovation, omni-channel sales strategy, and ability to acquire and integrate niche category leaders, we look forward to welcoming Jeff Huntley Sr., and his team into the OneWater Marine family," said Austin Singleton, Chief Executive Officer for OneWater. "We believe T-H Marine represents a strong, natural fit with our service, parts & other sales business and meaningfully increases our addressable market for marine parts and accessories. With a track record of increasing financial performance, we believe the addition of T-H Marine will further enhance our long-term growth strategy as we continue to scale the business and drive value to our shareholders."

Founded in 1975, and headquartered in Huntsville, Alabama, T-H Marine has transformed from a predominantly OEM supplier of parts into an industry leading omni-channel marine platform. It serves the expanding aftermarket parts and accessories market through its e-commerce site, various marine and big box retail sites and marine distribution channels. The transaction will advance OneWater's growth and diversification strategy and is expected to more than double the size of its service, parts & other sales business with a highly complementary product portfolio of marine parts and accessories.

"Our history of accretive acquisitions is not only complementary to OneWater's business model and growth strategy, but also provides an additional platform for expansion. We look forward to working with the OneWater team to scale the business through organic investments and acquisitional growth," said Jeff Huntley Sr., Chief Executive Officer for T-H Marine. "Joining OneWater will allow us to further enhance our strategy of acquiring and growing businesses to serve all of our aftermarket and OEM customers with even more amazing products."

The combination is expected to further reduce OneWater's exposure to the cyclical nature of new boat sales, providing the Company with a more robust and complete offering, at the same time, improving overall gross margins.

OneWater will be using a combination of cash and approximately $7 million in stock to fund the acquisition. In conjunction with the transaction, the Company has received a commitment from Truist Securities to expand its current term facility by $200 million. The Company expects its net debt-to-Adjusted EBITDA ratio to be in the range of 1.2x to 1.7x after the transaction. The closing of the transaction is anticipated during the fourth quarter of calendar 2021 and is subject to usual and customary closing conditions as well as regulatory review and approval.

Stifel acted as the exclusive financial advisor to OneWater, while Truist Securities will be providing committed financing for the transaction. Citizens M&A Advisory is serving as the exclusive financial advisor to T-H Marine.

Conference Call and Webcast

OneWater will host a conference call to discuss this transaction on October 21, 2021, at 8:30 am Eastern time. The conference call may be accessed by dialing (866) 220-5793 in the U.S./Canada or (615) 622-8064 for participants outside the U.S./Canada using the Conference ID #3089348. This call is also being webcast and can be accessed through the "Events" section of the Company's website at investor.onewatermarine.com where it will be archived for one year.