UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(D)
of the Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(D)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 13, 2020
(Exact name of registrant as specified in its charter)
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Delaware
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001-39213
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83-4330138
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6275 Lanier Islands Parkway
Buford, Georgia
(Address of principal executive offices)
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30518
(Zip Code)
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Registrant’s Telephone Number, including Area Code: (678) 541-6300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock, par value $0.01 per share
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ONEW
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The Nasdaq Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
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Item 7.01
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Regulation FD Disclosure.
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On February 13, 2020, OneWater Marine Inc. announced it had priced its initial public offering of 5,307,693 shares of Class A common stock, which includes the exercise in full by the underwriters of their option to
purchase additional shares of Class A common stock. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be
incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
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Description
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Press Release dated February 13, 2020.*
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* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ONEWATER MARINE INC.
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By:
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/s/ Jack Ezzell
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Name:
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Jack Ezzell
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Title:
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Chief Financial Officer
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Dated: February 13, 2020
Exhibit 99.1
OneWater Marine Inc. Announces Closing of Initial Public Offering, Including Full Exercise of
Underwriters’ Option to Purchase Additional Shares of Class A Common Stock
Buford, Georgia – February 13, 2020 – OneWater Marine Inc. (NASDAQ: ONEW)
(“OneWater”) announced today the completion of its initial public offering of 5,307,693 shares of its Class A common stock at $12.00 per share, which includes the exercise in full by the underwriters of their option to purchase additional
shares of Class A common stock. The shares of Class A common stock began trading on The NASDAQ Global Market on February 7, 2020, under the
ticker symbol “ONEW.”
The net proceeds received by OneWater from the offering (after deducting underwriting discounts and commissions
and estimated offering expenses) were approximately $55.0 million. OneWater intends to contribute the net proceeds to its subsidiary, One Water Marine Holdings, LLC (“OneWater LLC”) in exchange for limited liability company units in OneWater LLC.
OneWater LLC intends to use such net proceeds, together with cash on hand and borrowings under its credit facility, to redeem all outstanding preferred units in One Water Assets & Operations, LLC held by certain affiliates of Goldman Sachs
& Co. LLC and The Beekman Group.
Raymond James, Baird and SunTrust Robinson Humphrey acted as joint book-running managers for the offering.
The offering is being made only by means of a written prospectus. A copy of the final prospectus relating to these securities may be obtained for free
from:
Raymond James & Associates, Inc.
Attention: Equity Syndicate
880 Carillon Parkway
St. Petersburg, Florida 33716
Phone: +1-800-248-8863
prospectus@raymondjames.com
Robert W. Baird & Co. Incorporated
Attention: Syndicate Department
777 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202
Phone: +1-800-792-2473
syndicate@rwbaird.com
SunTrust Robinson Humphrey, Inc.
Attention: Prospectus Department
3333 Peachtree Road NE, 9th Floor
Atlanta, Georgia 30326
Phone:+1-404-926-5744
strh.prospectus@suntrust.com
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 63 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.
Important Information
A registration statement relating to these securities has been
filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”). The registration statement may be obtained free of charge at the SEC’s website at www.sec.gov under “OneWater Marine Inc.” This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such
state or jurisdiction.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements.” These forward-looking statements, including
statements regarding the anticipated timing of completion of the offering and OneWater’s use of proceeds from the offering, represent OneWater’s expectations or beliefs concerning future events, and it is possible that the results described in
this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of OneWater’s control, that could cause actual results to differ materially from the
results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, OneWater does not undertake any
obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for OneWater to predict all such factors. When
considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the prospectus filed with the SEC in connection with OneWater’s initial public offering. The risk factors and other factors
noted in OneWater’s prospectus could cause its actual results to differ materially from those contained in any forward-looking statement.
Investor or Media Contact:
Jack Ezzell
Chief Financial Officer
IR@OneWaterMarine.com