MALIBU BOATS, INC. (NASDAQ:MBUU) Files An 8-K Completion of Acquisition or Disposition of Assets

MALIBU BOATS, INC. (NASDAQ:MBUU) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets.

As previously reported, on June 28, 2017, Malibu Boats, LLC, a Delaware limited liability company (the “Purchaser”) and wholly owned indirect subsidiary of Malibu Boats, Inc., a Delaware corporation (the “Company”) entered into an agreement to acquire all of the outstanding units of Cobalt Boats, LLC (“Cobalt”) from its existing members, to a unit purchase agreement, dated as of June 28, 2017 (the “Unit Purchase Agreement”), by and among the Purchaser, Cobalt, and the other parties named therein (the “Acquisition”).

On July 6, 2017, the Purchaser completed its acquisition of Cobalt and paid a purchase price of $130.0 million. The purchase price is subject to certain adjustments, including customary adjustments for the amount of working capital in the business at the closing date and subject to adjustment for any judgment or settlement in connection with a pending litigation matter between Cobalt and Sea Ray Boats, Inc. and Brunswick Corporation. As previously disclosed, the Company paid $1 million of the purchase price for the Acquisition in newly issued shares of the Company’s Class A common stock to William Paxson St. Clair, Jr. based on the closing price of the shares of Class A common stock of the Company on June 27, 2017 and paid the balance of the purchase price for the Acquisition with borrowings under its Second Amended and Restated Credit Facility (the “Credit Agreement”).

As previously disclosed, Mr. William Paxson St. Clair, Jr.’s appointment as a director of the Company and as President of Cobalt, an indirect wholly owned subsidiary of the Company became effective on July 6, 2017 upon completion of the Acquisition.

The foregoing description of the Unit Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Unit Purchase Agreement, which is filed as Exhibit 2.1 to the Form 8-K filed by the Company on June 29, 2017 and is incorporated herein by reference. Certain schedules and annexures to the Unit Purchase Agreement have been omitted to Item 601(b)(2) of Regulation S-K.The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or annexure upon request.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on June 28, 2017, Malibu Boats, LLC, as the borrower (the “Borrower”), a wholly owned indirect subsidiary of the Company, entered into a Second Amended and Restated Credit Agreement to its existing amended and restated credit agreement dated as of April 2, 2015 (as amended, the “Existing Credit Agreement”), by and among the Borrower, Malibu Boats Holdings, LLC, parent of the Borrower and a wholly owned subsidiary of the Company, and certain subsidiaries of the Borrower parties thereto, as guarantors, the lenders parties thereto, and SunTrust Bank, as administrative agent, swingline lender and issuing bank. The Credit Agreement provides the Borrower a term loan facility in an aggregate principal amount of $160.0 million ($55.0 million of which was drawn on June 28, 2017 to refinance the loans under the Existing Credit Agreement and $105.0 million of which is a delayed draw term loan used to fund the payment of the purchase price for the Acquisition, as well as to pay certain fees and expenses related to entering into the Credit Agreement) and a revolving credit facility of up to $35.0 million, each, with a maturity date of July 1, 2022.

In connection with the closing of the Acquisition described above, the $105.0 million term loan was drawn on July 6, 2017 by the Borrower. A summary of the Credit Agreement is included in Item 1.01 of the Form 8-K filed by the Company on June 29, 2017 and such summary is incorporated by reference herein and is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 to the Form 8-K filed by the Company on June 29, 2017 and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On July 6, 2017, in connection with the completion of the Acquisition, the Company issued 39,262 shares of Class A common stock to William Paxson St. Clair, Jr. comprising $1 million of the purchase price paid by the Purchaser described under Item 2.01 above. The issuance of Class A common stock in the Acquisition was not registered under the Securities Act of 1933, as amended (the “Securities Act”). These shares were issued in a private placement exempt from the registration requirements of the Securities Act, in reliance on the exemption set forth in Section 4(a)(2) of the Securities Act.

The information set forth above under Item 2.01 is hereby incorporated by reference in its entirety in this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

In accordance with Item 9.01(a)(4) of Form 8-K, the financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days from the required filing date for this Current Report on Form 8-K.

(b)Pro Forma Financial Information.

In accordance with Item 9.01(b)(2) of Form 8-K, the pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days from the required filing date for this Current Report on Form 8-K.

(d)Exhibits.

The following exhibits are being filed as part of this report:

+ Portions of this exhibit have been omitted to a confidential treatment request. Omitted information has been filed separately with the SEC.

About MALIBU BOATS, INC. (NASDAQ:MBUU)
Malibu Boats, Inc. is a designer, manufacturer and marketer of performance sport boats. The Company’s segments include the U.S. and Australia. Each segment is engaged in the manufacturing, distribution, marketing and sale of performance sport boats. Its U.S. segment serves markets in North America, South America, Europe and Asia. Its Australia segment serves the Australian and New Zealand markets. The Company’s boats are used for water sports, including water skiing, wakeboarding and wake surfing, as well as general recreational boating. The Company sells its boats under Malibu and Axis Wake Research (Axis) brand names. The Company’s boats are constructed of fiberglass, equipped with inboard propulsion systems and available in a range of sizes and hull designs. The Company also offers various accessories and aftermarket parts. The Company’s boat models include Malibu M Series, Malibu Wakesetter, Malibu Response and Axis.