MALIBU BOATS, INC. (NASDAQ:MBUU) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August9, 2017, Malibu Boats, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Raymond James& Associates, Inc. and SunTrust Robinson Humphrey, Inc. as representatives (the “Representatives”) of the several underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), to which the Company agreed to offer, issue and sell 2,000,000 shares of the Company’s ClassA Common Stock, par value $0.01 per share (“Common Stock”) to the Underwriters and also granted the Underwriters the option for a period of 30 days to purchase up to an additional 300,000 shares of Common Stock from the Company, in each case, at a price to the public of $25.25 per share (the “Offering”).
The Offering is being made to a prospectus supplement, dated August9, 2017, to the prospectus, dated May15, 2015 which was included in the Company’s shelf registration statement on Form S-3 (File No.333-203976), filed with the Securities and Exchange Commission (the “Commission”) on May8, 2015 and declared effective by the Commission on May15, 2015.
The Underwriting Agreement contains the terms and conditions for the sale by the Company of the shares of Common Stock to the Underwriters, customary representations, warranties and covenants by the Company, indemnification and contribution obligations by each of the parties to the Underwriting Agreement, and other terms and conditions customary in agreements of this type.
The Company intends to use all of the net proceeds, up to $50.0million, from the Offering to repay amounts outstanding on the term loans of Malibu Boats, LLC, the Company’s wholly owned subsidiary, and to use the remaining net proceeds, if any, for general working capital purposes.
The foregoing summary of the material terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
On August14, 2017, the Company completed the Offering by selling 2,300,000 shares of Common Stock (which included 300,000 shares of Common Stock issued upon the exercise by the Underwriters on August10, 2017 of the option to purchase additional shares of Common Stock) to the Underwriters at a price of $24.051 per share, after deducting underwriter discounts and commissions.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are being furnished as part of this report:
|
Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated August9, 2017, by and among Malibu Boats, Inc. and the Representatives |
| 5.1 | Opinion of O’Melveny& Myers LLP |
| 23.1 | Consent of O’Melveny& Myers LLP (included in Exhibit 5.1) |
Malibu Boats, Inc. ExhibitEX-1.1 2 d441768dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 2,…To view the full exhibit click here
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.