OneWater Marine Inc. Signs Definitive Agreement to Acquire T-H Marine

OneWater Marine Inc. Signs Definitive Agreement to Acquire T-H Marine, a Leading Provider of

Branded Marine Parts and Accessories for OEMs and the Aftermarket

Transaction Highlights:

 Advances OneWater’s growth and diversification strategy, expected to more than double the size of the

services, parts & other sales, adding a highly complementary portfolio of marine parts and accessories

 Provides opportunity to gain “share of wallet” with a more robust offering while enhancing profitability

 Expected to be immediately accretive to top-line growth, operating margins and earnings per share

BUFORD, Ga., October 21, 2021 – 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.