Attached files
file | filename |
---|---|
EX-99.4 - EX-99.4 - MasterCraft Boat Holdings, Inc. | a17-25000_1ex99d4.htm |
EX-99.3 - EX-99.3 - MasterCraft Boat Holdings, Inc. | a17-25000_1ex99d3.htm |
EX-99.2 - EX-99.2 - MasterCraft Boat Holdings, Inc. | a17-25000_1ex99d2.htm |
EX-99.1 - EX-99.1 - MasterCraft Boat Holdings, Inc. | a17-25000_1ex99d1.htm |
EX-23.1 - EX-23.1 - MasterCraft Boat Holdings, Inc. | a17-25000_1ex23d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 2, 2017 (October 2, 2017)
MCBC Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
|
001-37502 |
|
06-1571747 |
(State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
100 Cherokee Cove Drive |
|
37885 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(423) 884-2221
(Registrants telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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 x
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. x
EXPLANATORY NOTE
On October 2, 2017, MCBC Holdings, Inc., a Delaware corporation (the Company or the Purchaser) acquired all of the outstanding membership interests and other equity securities of Nautic Star, LLC, a Mississippi limited liability company (Nautic Star) from its existing members (collectively, the Sellers) pursuant to a membership interest purchase agreement, dated as of October 2, 2017 (the Membership Interest Purchase Agreement), by and among the Purchaser, Nautic Star, the Sellers and each of the other parties thereto (the Acquisition).
This Amendment No.1 to the Current Report on Form 8-K/A (Amendment No. 1) amends and supplements Item 9.01 of the original Current Report on Form 8-K filed by the Company on October 2, 2017 (the Initial Form 8-K) to provide certain historical financial statements for Nautic Star and certain pro forma financial information in connection with the Acquisition. Any information required to be set forth in the Initial Form 8-K that is not being amended or supplemented pursuant to this Amendment No. 1 is hereby incorporated by reference. Except as set forth herein, no modifications have been made to the information contained in the Initial Form 8-K and the Company has not updated any information contained therein to reflect the events that have occurred since the date of the Initial Form 8-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Initial Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
1. The consolidated financial statements of Nautic Star, LLC as of and for each of the fiscal years ended December 31, 2016 and 2015, together with the notes thereto and the report of independent public accounting firm thereon, are filed as Exhibit 99.1 to this Amendment No. 1 to Current Report on Form 8-K/A and are incorporated herein by reference.
2. The consolidated financial statements of Nautic Star, LLC as of and for each of the fiscal years ended December 31, 2015 and 2014, together with the notes thereto and the report of independent public accounting firm thereon, are filed as Exhibit 99.2 to this Amendment No. 1 to Current Report on Form 8-K/A and are incorporated herein by reference.
3. The unaudited financial statements of Nautic Star, LLC as of June 30, 2017 and for each of the six months ended June 30, 2017 and 2016, together with the notes thereto, are filed as Exhibit 99.3 to this Amendment No. 1 to Current Report on Form 8-K/A and are incorporated herein by reference.
(b) Pro Forma Financial Information.
1. Unaudited pro forma condensed combined balance sheet as of June 30, 2017 and unaudited statements of operations for the year ended June 30, 2017, each giving effect to the acquisition of Nautic Star, LLC and related financing, and the notes thereto, are filed as Exhibit 99.4 to this Amendment No. 1 to Current Report on Form 8-K/A and are incorporated herein by reference.
(d) Exhibits.
The following exhibits are being furnished as part of this report:
Exhibit No. |
|
Description |
|
|
|
2.1 |
|
Membership Interest Purchase Agreement, dated October 2, 2017 among MCBC Holdings, Inc., Nautic Star, LLC and each of the other parties thereto (incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on October 2, 2017) |
|
|
|
10.1 |
|
Third Amended and Restated Credit and Guaranty Agreement, dated October 2, 2017, by and among MasterCraft Boat Company, LLC, MasterCraft Services, Inc., MCBC Hydra Boats, LLC, MasterCraft International Sales Administration, Inc., Nautic Star, LLC, NS Transport, LLC and Navigator Marine, LLC as borrowers and other credit parties, various lenders and Fifth Third Bank as the agent and L/C issuer and lender (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on October 2, 2017) |
|
|
|
23.1 |
|
Consent of Franks, Franks, Jarrell & Wilemon, P.A., independent auditor for Nautic Star, LLC |
|
|
|
99.1 |
|
Audited financial statements of Nautic Star, LLC & Subsidiaries as of and for each of the fiscal years ended December 31, 2016 and 2015, together with the notes thereto and the report of independent public accounting firm thereon |
|
|
|
99.2 |
|
Audited financial statements of Nautic Star, LLC & Subsidiary as of and for each of the fiscal years ended December 31, 2015 and 2014, together with the notes thereto and the report of independent public accounting firm thereon |
|
|
|
99.3 |
|
Unaudited financial statements of Nautic Star, LLC as of June 30, 2017 and for each of the six months ended June 30, 2017 and 2016, together with the notes thereto |
|
|
|
99.4 |
|
Unaudited pro forma condensed combined balance sheet as of June 30, 2017 and unaudited statements of operations for the year ended June 30, 2017, each giving effect to the acquisition of Nautic Star, LLC and related financing, and the notes thereto |
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
|
|
2.1 |
|
|
|
|
|
10.1 |
|
|
|
|
|
23.1 |
|
Consent of Franks, Franks, Jarrell & Wilemon, P.A., independent auditor for Nautic Star, LLC |
|
|
|
99.1 |
|
|
|
|
|
99.2 |
|
|
|
|
|
99.3 |
|
|
|
|
|
99.4 |
|
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.
|
MCBC HOLDINGS, INC. |
|
|
|
|
Dated: November 2, 2017 |
/s/ Timothy M. Oxley |
|
Timothy M. Oxley |
|
Chief Financial Officer, Treasurer and Secretary |