MarineMax Inc. Announces $53/Share Merger Agreement

What Happened

• MarineMax, Inc. (HZO) announced on August 9, 2026 that it entered into an Agreement and Plan of Merger with SHM Holdco, LLC (Parent) and Intrepid Holdco, Inc. (Merger Sub), affiliates of Safe Harbor Marinas, a Blackstone Infrastructure portfolio company. Under the agreement, Merger Sub will merge into MarineMax and MarineMax will become a wholly‑owned subsidiary of Parent.
• Each outstanding share of MarineMax common stock (other than shares owned by the company or Parent/Merger Sub) will be converted into the right to receive $53.00 in cash per share. The Board unanimously approved the Merger Agreement and recommends shareholder approval; Wells Fargo Securities provided a fairness opinion to the Board.

Key Details

• Merger consideration: $53.00 cash per share at the closing (Effective Time).
• Date and approvals: Merger Agreement dated August 9, 2026; closing is subject to shareholder approval, HSR and other regulatory clearances, and customary closing conditions. Outside date is May 9, 2027 (with up to two 3‑month extensions for regulatory approvals).
• Equity treatment: Outstanding options, RSUs and PSUs will be cancelled and converted into cash payments (PSUs not completed by closing treated at target). Equity awards granted after the agreement date will convert into deferred cash awards that continue to vest under their original schedules.
• Financing and fees: Parent has an equity commitment from Blackstone Infrastructure to fund the transaction; Parent may also seek debt financing. If the agreement is terminated under certain circumstances, MarineMax may owe a termination fee of $31,650,000.
• Post-closing: If consummated, MarineMax common stock will be delisted from the NYSE and deregistered under the Exchange Act.

Why It Matters

• For shareholders: If approved and closed, holders of public MarineMax shares will receive $53.00 in cash per share and will no longer hold publicly traded MarineMax stock (delisting and deregistration follow closing). Shareholder approval and regulatory clearances are required before the deal closes.
• For employees and equity holders: Outstanding equity awards are converted to cash (with PSUs at target if performance periods are incomplete), and newly granted awards after the agreement date receive deferred cash treatment—this affects compensation payouts and timing.
• Timing and certainty: Blackstone’s equity commitment means the buyer has committed funding, and Parent’s obligation is not conditioned on financing; nevertheless, the transaction remains subject to shareholder and regulatory approvals and customary closing conditions.