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 https://investor.onewatermarine.com/ where
it will be archived for one year.
About OneWater Marine Inc.
OneWater Marine Inc. is one of the largest and
fastest-growing premium recreational boat retailers in the United
States. OneWater operates 71 retail stores throughout 11 different
states, eight of which are in the top twenty states for marine
retail expenditures. OneWater offers a broad range of products and
services and has diversified revenue streams, which include the
sale of new and pre-owned boats, parts and accessories, finance and
insurance products, maintenance and repair services and ancillary
services such as boat storage.
Investor or Media Contact:
Jack EzzellChief Financial
OfficerIR@OneWaterMarine.com
Cautionary Statement Concerning
Forward-Looking Statements
This press release may contain “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, including regarding our strategy, our
expectations with respect to the acquisition, future operations,
financial position, prospects, plans and objectives of management,
growth rate and its expectations regarding future revenue,
operating income or loss or earnings or loss per share. In some
cases, you can identify forward-looking statements because they
contain words such as “may,” “will,” “will be,” “will likely
result,” “should,” “expects,” “plans,” “anticipates,” “could,”
“would,” “foresees,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential,”
“outlook” or “continue” or the negative of these words or other
similar terms or expressions that concern our expectations,
strategy, plans or intentions. These forward-looking statements are
not guarantees of future performance, but are based on management's
current expectations, assumptions and beliefs concerning future
developments and their potential effect on us, which are inherently
subject to uncertainties, risks and changes in circumstances that
are difficult to predict. Our expectations expressed or implied in
these forward-looking statements may not turn out to be
correct.
Important factors, some of which are beyond our
control, that could cause actual results to differ materially from
our historical results or those expressed or implied by these
forward-looking statements include the following: risks related to
the satisfaction of the conditions to closing the acquisition in
the anticipated timeframe or at all, risks related to the ability
to realize the anticipated benefits of the acquisition, including
the possibility that the expected benefits from the proposed
acquisition will not be realized or will not be realized within the
expected time period, the risk that the businesses will not be
integrated successfully, effects of industry wide supply chain
challenges and our ability to maintain adequate inventory, changes
in demand for our products and services, the seasonality and
volatility of the boat industry, our acquisition and business
strategies, the inability to comply with the financial and other
covenants and metrics in our credit facilities, cash flow and
access to capital, effects of the COVID-19 pandemic and related
governmental actions or restrictions on the Company’s business,
risks related to the ability to realize the anticipated benefits of
any proposed or recent acquisitions within the anticipated
timeframe or at all, including the risk that proposed or recent
acquisitions will not be integrated successfully, the timing of
development expenditures, and other risks. More information on
these risks and other potential factors that could affect our
financial results is included in our filings with the Securities
and Exchange Commission, including in the “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” sections of our Annual Report on Form 10-K
for the fiscal year ended September 30, 2020 and in our
subsequently filed Quarterly Reports on Form 10-Q, each of which is
on file with the SEC and available from OneWater Marine’s website
at www.onewatermarine.com under the “Investors” tab, and in other
documents OneWater Marine files with the SEC. Any forward-looking
statement speaks only as of the date as of which such statement is
made, and, except as required by law, we undertake no obligation to
update or revise publicly any forward-looking statements, whether
because of new information, future events, or otherwise.
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