SEC Filing | OneWater Marine Inc

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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

Date of report (Date of earliest event reported): September 14, 2020

OneWater Marine Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39213	83-4330138
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6275 Lanier Islands Parkway Buford, Georgia	30518
(Address of principal executive offices)	(Zip Code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	ONEW	The Nasdaq Global Market

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 14, 2020, in connection with the Offering (as defined below), OneWater Marine Inc. (the “Company”), Special Situations Investing Group II, LLC (“Goldman”) and certain other members of One Water Marine Holdings, LLC (“OneWater LLC”) entered into a waiver agreement (the “Waiver”) to the Fourth Amended and Restated Limited Liability Company Agreement of OneWater LLC, dated as of February 11, 2020, and previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 18, 2020 (the “OneWater LLC Agreement”), pursuant to which the beneficial ownership limitation imposed on Goldman’s Redemption Right (as defined in the OneWater LLC Agreement) will be immediately raised to 19.99% on a one-time basis contingent on the consummation of the Offering and the redemptions made in connection therewith. The Waiver applies only to a redemption in connection with the Offering and does not amend the OneWater LLC Agreement or otherwise waive any other requirement of the OneWater LLC Agreement.

The foregoing description is qualified in its entirety by reference to the full text of the Waiver, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Item 7.01 Regulation FD Disclosure.

On September 14, 2020, the Company issued a press release announcing the launch of an underwritten public offering (the “Offering”) of 3,170,868 shares of its Class A common stock, par value $0.01 per share (“Class A common stock”) pursuant to a registration statement on Form S-1 previously filed with the Securities and Exchange Commission. The Company is offering 425,000 shares of its Class A common stock, and the selling stockholders named in the registration statement are offering 2,745,868 shares of OneWater’s Class A common stock. In addition, Goldman intends to grant the underwriters a 30-day option to purchase up to an additional 475,630 shares of OneWater’s Class A common stock. The press release also provides a business update for the Company’s fiscal fourth quarter-to-date ended August 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated into this Item 7.01 by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description

10.1	Waiver Agreement, dated September 14, 2020, by and among OneWater Marine Inc., Special Situations Investing Group II, LLC, and the other parties listed on the signature pages thereto.

99.1	Press Release issued by OneWater Marine Inc., dated September 14, 2020.*

* 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.

	ONEWATER MARINE INC.

	By:	/s/ Jack Ezzell
	Name:	Jack Ezzell
	Title:	Chief Financial Officer

Dated: September 14, 2020

Exhibit 10.1

WAIVER AGREEMENT

This Waiver Agreement (this “Waiver”) is entered into as of September 14, 2020, by and among OneWater Marine Inc., a Delaware corporation (“PubCo”), Special Situations Investing Group II, LLC, a Delaware limited liability company (“Goldman”), and the other parties listed on the signature pages hereto. Capitalized terms used but not defined herein shall have the meaning given to such terms in that certain Fourth Amended and Restated Limited Liability Company Agreement of One Water Marine Holdings, LLC (the “Company”), dated as of February 11, 2020 (the “LLC Agreement”), by and among the Company, PubCo, Goldman, OWM BIP Investor, LLC, a Delaware limited liability company, and the other parties listed on Exhibit A thereto (“Legacy Owners”).

RECITALS

WHEREAS, in connection with a proposed public underwritten offering of the Company’s Class A common stock, par value $0.01 per share (the “Offering”), PubCo has specified a Special Redemption Date;

WHEREAS, Goldman and certain of the Legacy Owners desire to exercise their Redemption Right to redeem a stated number of Units, together with an equal number of Class B Shares, on such Special Redemption Date (the “Base Redemption”) for shares of Class A common stock of the Company (the “Base Class A Shares”) and to sell such Base Class A Shares in the Offering;

WHEREAS, Goldman also desires to exercise its Redemption Right to redeem a stated number of Units, together with an equal number of Class B Shares, on the additional Special Redemption Date for additional Class A Shares (the “Option Redemption” and, together with the Base Redemption, the “Redemption”) to be sold pursuant to the exercise of the Underwriters’ 30-day option (the “Underwriters’ Option”) to purchase additional shares of Class A common stock of the Company (the “Option Class A Shares,” and, together with the Base Class A Shares, the “Redeemed Class A Shares”) in the Offering;

WHEREAS, pursuant to Section 4.6(e)(iv) of the LLC Agreement, the Company shall not effect any redemption of any Units, together with any Class B Shares, held by Goldman, and Goldman shall not have the right to redeem any of its Units, along with any Class B Shares, to the extent that, after giving effect to such redemption, Goldman (together with its affiliates and any persons acting as a group together with Goldman or any of its affiliates) would beneficially own in excess of the Beneficial Ownership Limitation;

WHEREAS, the LLC Agreement defines “Beneficial Ownership Limitation” as 4.99% of the number of Class A Shares outstanding immediately after giving effect to the issuance of Class A Shares issuable upon redemption of Class B Shares held by Goldman and provides that Goldman may increase such Beneficial Ownership Limitation by providing written notice to PubCo, with such increase to become effective on the 61^st day after such notice is delivered;

WHEREAS, on September 4, 2020, Goldman provided written notice to PubCo (“Notice”) in accordance with the LLC Agreement wherein Goldman elected to increase the Beneficial Ownership Limitation to 19.99% (the “Increase”) to be effective prior to and contingent on the Special Redemption Dates set in connection with the Offering; and

WHEREAS, because the Special Redemption Date is expected to occur before the 61^st day after delivery of the Notice, the undersigned parties to the LLC Agreement desire to waive, only with respect to this instance and solely in connection with the Special Redemption Date and the Offering, the requirement in the definition of “Beneficial Ownership Limitation” in the LLC Agreement that provides that effectiveness of such increase may only occur on the 61^st day after delivery of the Notice so that the Increase may become effective immediately prior to and contingent on the Special Redemption Date.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Waiver. Pursuant to Section 12.1 of the LLC Agreement, the undersigned Managing Member and holders of at least 66 2/3% of the outstanding Units held by Members other than PubCo Holdings Group acknowledge and agree that (a) the Increase shall become effective immediately prior to and contingent on the initial Special Redemption Date specified in connection with the Offering notwithstanding anything to the contrary in the LLC Agreement; provided, that if the Redemption and the Offering are not consummated, then the Increase shall not take effect and the Beneficial Ownership Limitation shall remain at 4.99%; (b) immediately following the Redemption and the sale of the Redeemed Class A Shares in the Offering by Goldman, including any sale by Goldman of Redeemed Class A Shares pursuant to the exercise of the Underwriter’s Option, the Beneficial Ownership Limitation shall, with no further action on the part of Goldman or any other party hereto, revert to 4.99%; and (c) should the Underwriters’ Option fail to be exercised, after the expiration date of the Underwriters’ Option, the Beneficial Ownership Limitation shall, with no further action on the part of Goldman or any other party hereto, revert to 4.99%.

Limitation. The acknowledgements and agreements in the foregoing Section 1 are only effective in the specific instance and for the specific purpose for which such acknowledgements and agreements are given and shall not be effective for any other purpose. The foregoing Section 1 is intended to be a waiver of certain provisions in the LLC Agreement only in connection with the Redemption, and no provision of the LLC Agreement is amended in any way.

Miscellaneous

(a)

Assignment. Neither this Waiver nor any rights or obligations of any party hereto may be assigned by any party hereto, by operation of law or otherwise, without the prior written consent of the other parties, and any purported assignment without such consent shall be null and void ab initio.

(b)

Amendments. This Waiver may not be amended or modified except by an instrument in writing signed by, or on behalf of, the parties hereto.

(c)

No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Waiver or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy, or to demand such compliance.

(d)

Entire Agreement. This Waiver embodies the entire agreement and understanding between the parties hereto relating to the subject matter hereof and supersedes any prior agreements and understandings, both written and oral, relating to the subject matter hereof.

(e)

Invalid Provisions. If any provision of this Waiver is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Waiver shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Waiver; and the remaining provisions of this Waiver shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Waiver. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the laws governing this Waiver, they shall take any actions necessary to render the remaining provisions of this Waiver valid and enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise modify this Waiver to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.

(f)

Governing Law. This Waiver, the legal relations between the parties and any action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Waiver shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts made and performed in such state and without regard to conflicts of law doctrines.

(g)

Binding Effect and Assignment. This Waiver shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(h)

Section Headings. The section headings contained in this Waiver are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Waiver.

(i)

Counterparts. This Waiver may be executed in two or more counterparts, by PDF or other electronic signature, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Waiver as of the date first above written.

	ONEWATER MARINE INC.

	By:	/s/ Philip Austin Singleton, Jr.
	Name:	Philip Austin Singleton, Jr.
	Title:	Chief Executive Officer