On August 9, 2022 (the “Closing Date”), OneWater Marine Inc., a Delaware corporation (the “Company”) entered into the Amended and
Restated Credit Agreement (the “A&R Credit Facility”), by and among One Water Assets & Operations, LLC, a Delaware limited liability company as borrower (“OWAO”), the Company, as a guarantor, certain of the Company’s other subsidiaries as
guarantors, the other parties thereto as guarantors, Truist Bank, as administrative agent, collateral agent, issuing bank and swingline lender, and the lenders party thereto. The A&R Credit Facility amends and restates the Credit Agreement,
dated as of July 22, 2020 (as amended by Incremental Amendment No. 1, dated February 2, 2021, and Incremental Amendment No. 2, dated November 20, 2021), by and among the Company, OWAO, and the other parties party thereto. All capitalized words
used but not defined herein have the meanings assigned in the A&R Credit Facility.
The A&R Credit Facility provides for, among other things, (i) a
single tranche of Revolving Commitments in an amount equal to $65.0 million (including up to $5.0 million in swingline loans and up to $5.0 million in
letters of credit from time to time) (the “Revolving Facility”) and (ii) a single tranche of Initial Term Loans in an aggregate principal amount equal to
$445.0 million (the “Term Facility”). Subject to certain conditions, the available amount under the Term Facility and the Revolving Facility may be increased by $125.0 million in the aggregate (with up to $50.0 million allocable to the
Revolving Facility). The Revolving Facility matures on August 9, 2027. The Term Facility is repayable in installments beginning on December 31, 2022, with the remainder due on August 9, 2027. There were no borrowings following the closing
outstanding under the Revolving Facility as of the Closing Date.
Borrowings under the A&R Credit Facility bear interest, at OWAO’s option, at either (a) a base rate (the “Base Rate”) equal to
the highest of (i) the prime rate (as announced by Truist Bank from time to time), (ii) the Federal Funds Rate, as in effect from time to time, plus 0.50%, (iii) Term SOFR for a one-month Interest Period (calculated on a daily basis after taking
into account the Floor) plus 1.00%, and (iv) a floor of 1.00%, in each case plus an applicable margin of up to 1.75%, or (b) Term SOFR, plus an applicable margin ranging from 1.75% to 2.75%. Interest on swingline loans shall bear interest at the
Base Rate plus an applicable margin ranging from 1.75% to 2.75%. All applicable interest margins are based on certain consolidated leverage ratio measures.
The A&R Credit Facility is subject to certain financial covenants related to the maintenance of a minimum fixed charge coverage
ratio and a maximum consolidated leverage ratio. The A&R Credit Facility also contains non-financial covenants and restrictive provisions that, among other things, limit the ability of the Loan Parties to incur additional debt, transfer or
dispose of all of their respective assets, make certain investments, loans or restricted payments and engage in certain transactions with affiliates. The A&R Credit Facility also includes events of default, borrowing conditions,
representations and warranties and provisions regarding indemnification and expense reimbursement. The Company was in compliance with all covenants as of the Closing Date.
The proceeds of the Term Facility, together with cash on the Company’s balance sheet, have been used to
finance Capital Expenditures, Permitted Acquisitions, working capital needs, and for other general corporate purposes of the Borrower and its Subsidiaries.
The foregoing description is qualified in its entirety by reference to the full text of the A&R Credit Facility, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.