OneWater Marine Inc. (NasdaqGM:ONEW) entered into a definitive agreement to acquire T-H Marine Supplies, Inc. from Valesco Industries, Inc. and others for approximately $190 million on October 20, 2021. Pursuant to the transaction, OneWater will be using a combination of cash and approximately $7 million in stock to fund the acquisition. The consideration will be paid in cash and an aggregate of approximately 175,000 shares of Class A common stock. The purchase price is subject to customary adjustments at closing, including for working capital adjustments. OneWater intends to finance the cash portion of the purchase price though debt financing. In connection with its entry into the Purchase Agreement, OneWater entered into a debt financing commitment letter with Truist Bank (“Truist”), pursuant to which Truist has committed to provide the Company with debt financing in an aggregate principal amount of $200 million in the form of an expansion of OneWater existing term loan facility, subject to customary conditions. In conjunction with the transaction, OneWater has received a commitment from Truist Securities to expand its current term facility by $200 million and will be providing committed financing for the transaction. The company expects its net debt-to-adjusted EBITDA ratio to be in the range to 1.2x to 1.7x after the transaction. OneWater will pay the Target Companies an amount equal to 5% of the Enterprise Value. Leadership team of T-H Marine will join one water. The transaction is subject to usual and customary closing conditions including regulatory approval and subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is expected to close during the fourth quarter of 2021. Immediately accretive to top-line growth, operating margins and EPS. Brian McDermott and Cory Scipione of Stifel acted as the exclusive financial advisor to OneWater and Citizens M&A Advisory is serving as the exclusive financial advisor to T-H Marine. Alex Teeter and Ryan Sugrue of Citizens Financial Group, Inc acted as brokers to the transaction. Robert B. Harwell and Patrick Floeck of Butler Snow LLP acted as legal advisor to OneWater. David P. McLean and Stuart M. Rasley of McGuireWoods LLP acted as legal advisor to Valesco Industries.

OneWater Marine Inc. (NasdaqGM:ONEW) completed the acquisition of T-H Marine Supplies, Inc. from Valesco Industries, Inc. on November 30, 2021. The aggregate consideration for the purchase included approximately $179.7 million in cash consideration and 133,531 shares of Class A common stock, par value $0.01 per share, of the Company, with a value of approximately $6.4 million. The aggregate consideration is subject to customary post-closing adjustments. Jeff Huntley Sr. and his team will join OneWater.