UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ONEWATER MARINE INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
68280L 101
(CUSIP Number)
SEPTEMBER 22, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d–1(b)
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Rule 13d–1(c)
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☐
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Rule 13d–1(d)
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| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 68280L101
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1
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NAMES OF REPORTING PERSONS
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The Goldman Sachs Group, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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1,408
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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1,408
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,408
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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*%(1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC-CO
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| (1) |
Based on 10,066,737 shares of Class A common stock, par value $0.01 per share, of OneWater Marine Inc., a Delaware corporation (the “Issuer”), issued and outstanding as of September 22, 2020.
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| (2) |
Represents less than 0.1% of the shares of Class A common stock outstanding.
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(3)
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Does not include 475,630 shares of Class B common stock, par value $0.01 per share, of the Issuer, or 475,630 common units (“Common Unit”) of One Water Marine Holdings, LLC (“OneWater LLC”) held by Special
Situations Investing Group II, LLC (“SSIG”). At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at the Issuer’s election and subject to certain restrictions in the Fourth
Amended and Restated Limited Liability Company Agreement of OneWater LLC (the “OneWater LLC Agreement”), newly-issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to
the OneWater LLC Agreement for each Common Unit redeemed.
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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Goldman Sachs & Co. LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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1,408
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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1,408
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,408
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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*%(1)(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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BD-OO-IA
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| (1) |
Based on 10,066,737 shares of Class A common stock, par value $0.01 per share, of the Issuer issued and outstanding as of September 22, 2020.
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| (2) |
Represents less than 0.1% of the shares of Class A common stock outstanding.
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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GSSG Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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| 0 |
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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| 0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 0 |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0% (1)(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
Based on 10,066,737 shares of Class A common stock, par value $0.01 per share, of the Issuer issued and outstanding as of September 22, 2020.
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| (2) |
Does not include 475,630 shares of Class B common stock or 475,630 Common Units held by SSIG. At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at the Issuer’s election and
subject to certain restrictions in the OneWater LLC Agreement, newly-issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for each Common Unit
redeemed.
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Page 4 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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Special Situations Investing Group II, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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| 0 |
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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| 0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 0 |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
Based on 10,066,737 shares of Class A common stock, par value $0.01 per share, of the Issuer issued and outstanding as of September 22, 2020.
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| (2) |
Does not include 475,630 shares of Class B common stock or 475,630 Common Units held by SSIG. At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at the Issuer’s election and
subject to certain restrictions in the OneWater LLC Agreement, newly-issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for each Common Unit
redeemed.
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Page 5 of 9 Pages
CUSIP NO. 68280L101
| Item 1(a). |
Name of issuer:
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OneWater Marine Inc.
| Item 1(b). |
Address of issuer’s principal executive offices:
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6275 Lanier Islands Parkway
Buford, Georgia 30518
| Item 2(a). |
Names of persons filing:
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The Goldman Sachs Group, Inc.
Goldman Sachs & Co. LLC
GSSG Holdings LLC
Special Situations Investing Group II, LLC
| Item 2(b). |
Address or principal business office or, if none, residence of each Reporting Person:
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200 West Street
New York, New York 10282
| Item 2(c). |
Citizenship:
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Delaware
| Item 2(d). |
Title of class of securities:
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Class A common stock, par value $0.01 per share, of OneWater Marine Inc.
| Item 2(e). |
CUSIP number:
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68280L 101
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
| Item 4. |
Ownership:
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The information regarding ownership set forth in Items 5-9 and 11 of the attached cover pages is hereby incorporated herein by reference.
| Item 5. |
Ownership of five percent or less of a class:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
| Item 6. |
Ownership of more than five percent on behalf of another person:
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Clients of the Reporting Person(s) have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their
accounts. Clients known to have such right or power with respect to more than 5% of the class of securities to which this report relates are:
NONE.
Page 6 of 9 Pages
CUSIP NO. 68280L101
| Item 7. |
Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person:
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See Exhibit 99.2.
| Item 8. |
Identification and classification of members of the group:
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Not applicable
| Item 9. |
Notice of dissolution of group:
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Not applicable.
| Item 10. |
Certifications:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
*In accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the
“Goldman Sachs Reporting Units”) of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect
to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the
Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.
Page 7 of 9 Pages
CUSIP NO. 68280L101
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 22, 2020
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The Goldman Sachs Group, Inc.
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By:
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/s/ Nathan R. Burby
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Name: Nathan R. Burby
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Title: Attorney-in-fact
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Goldman Sachs & Co. LLC
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By:
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/s/ Nathan R. Burby
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Name: Nathan R. Burby
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Title: Attorney-in-fact
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GSSG Holdings LLC
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By:
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/s/ Nathan R. Burby
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Name: Nathan R. Burby
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Title: Attorney-in-fact
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Special Situations Investing Group II, LLC
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By:
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/s/ Nathan R. Burby
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Name: Nathan R. Burby
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Title: Attorney-in-fact
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Page 8 of 9 Pages
CUSIP NO. 68280L101
Index to Exhibits
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Exhibit No.
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Exhibit
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Joint Filing Agreement
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Item 7 Information
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Power of Attorney, relating to The Goldman Sachs Group, Inc.
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Power of Attorney, relating to Goldman Sachs & Co. LLC
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Power of Attorney, relating to GSSG Holdings LLC
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Power of Attorney, relating to Special Situations Investing Group II, LLC
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Page 9 of 9 Pages
Exhibit 99.1
CUSIP NO. 68280L101
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto)
with respect to the Class A common stock, par value $0.01 per share, of OneWater Marine Inc., and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to
this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
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Date: September 22, 2020
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The Goldman Sachs Group, Inc.
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By:
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/s/ Nathan R. Burby
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Name: Nathan R. Burby
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Title: Attorney-in-fact
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Goldman Sachs & Co. LLC
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By:
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/s/ Nathan R. Burby
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Name: Nathan R. Burby
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Title: Attorney-in-fact
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GSSG Holdings LLC
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By:
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/s/ Nathan R. Burby
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Name: Nathan R. Burby
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Title: Attorney-in-fact
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Special Situations Investing Group II, LLC
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By:
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/s/ Nathan R. Burby
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Name: Nathan R. Burby
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Title: Attorney-in-fact
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Exhibit 99.2
CUSIP NO. 68280L101
Item 7 Information
The securities being reported on by The Goldman Sachs Group, Inc. (“GS Group”), as a parent holding company, are or were owned by Special Situations Investing Group II, LLC (“SSIG”), which is wholly-owned by GSSG
Holdings LLC (“GSSG”); or are owned, or may be deemed to, or to have been beneficially owned, by Goldman Sachs & Co. LLC (“Goldman Sachs”), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940. GSSG is a wholly-owned subsidiary of GS Group and is the sole member of SSIG. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs owns certain of the shares on behalf of managed accounts.
Exhibit 99.3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint each of Jamison Yardley and Nathan R. Burby, acting
individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the
Securities Exchange Act of 1934, (as amended, the "Act''), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving
and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if
personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until the earlier of (i) November 3, 2022 and (ii) such time that it is revoked in writing by the Company; provided that in the event the
attorney-in-fact ceases to be an employee of the Company or its affiliates or ceases to perform the function in connection with which he/she was appointed attorney-in-fact prior to such time, this Power of Attorney shall cease to have effect in
relation to such attorney- in-fact upon such cessation but shall continue in full force and effect in relation to any remaining attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 8, 2019.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Karen P. Seymour
Name: Karen P. Seymour
Title: Executive Vice President, General Counsel and Secretary
Exhibit 99.4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the "Company") does hereby make, constitute and appoint each of Jamison Yardley and Nathan R. Burby, acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until the earlier of (i) November 3, 2022 and (ii) such time that it is revoked in writing by the Company;
provided that in the event the attorney-in-fact ceases to be an employee of the Company or its affiliates or ceases to perform the function in connection with which
he/she was appointed attorney-in-fact prior to such time, this Power of Attorney shall cease to have effect in relation to such attorney- in-fact upon such cessation but shall continue in full force and effect in relation to any remaining attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with, the laws of
the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 8, 2019.
GOLDMAN SACHS & CO. LLC
By: /s/ Karen P. Seymour
Name: Karen P. Seymour
Title: Managing Director
Exhibit 99.5
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSSG HOLDINGS LLC (the "Company") does hereby make, constitute and appoint each of Jamison Yardley and Nathan R. Burby, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes
as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until the earlier of (i) September 16, 2023 and (ii) such time that it is revoked in writing by the undersigned; provided that in
the event the attorney-in-fact ceases to be an employee of the Company or its affiliates or ceases to perform the function in connection with which he/she was appointed attorney-in- fact prior to such time, this Power of Attorney shall cease to
have effect in relation to such attorney-in-fact upon such cessation but shall continue in full force and effect in relation to any remaining attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 16, 2020.
GSSG HOLDINGS LLC
By: /s/ Milton Millman
Name: Milton Millman
Title: Authorized Signatory
Exhibit 99.6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that SPECIAL SITUATIONS INVESTING GROUP II, LLC (the "Company") does hereby make, constitute and appoint each of Jamison Yardley and Nathan R. Burby, acting individually, its true
and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until the earlier of (i) September 16, 2023 and (ii) such time that it is revoked in writing by the undersigned; provided that in the
event the attorney-in-fact ceases to be an employee of the Company or its affiliates or ceases to perform the function in connection with which he/she was appointed attorney-in- fact prior to such time, this Power of Attorney shall cease to have
effect in relation to such attorney-in-fact upon such cessation but shall continue in full force and effect in relation to any remaining attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 16, 2020.
SPECIAL SITUATIONS INVESTING GROUP II, LLC
By: /s/ Milton Millman
Name: Milton Millman
Title: Authorized Signatory