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
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
100 Cherokee Cove Drive
Vonore, Tennessee | | 37885 |
(Address of Principal Executive Offices) | | (Zip Code) |
(423) 884-2221
(Registrant’s 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:
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