MALIBU BOATS, INC. (NASDAQ:MBUU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.
Agreement to Acquire Cobalt Boats, LLC
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 (the
Sellers) 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) for
an aggregate purchase price of $130 million, subject to 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. A
portion of the purchase price will be deposited into escrow
accounts to secure certain post-closing obligations of the
Sellers. The Purchaser will pay $1 million of the purchase price
in newly issued shares of the Companys 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 pay the balance of the purchase price for the Acquisition in
cash with borrowings under its Second Amended and Restated Credit
Agreement (the Credit Agreement).
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 (the
Sellers) 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) for
an aggregate purchase price of $130 million, subject to 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. A
portion of the purchase price will be deposited into escrow
accounts to secure certain post-closing obligations of the
Sellers. The Purchaser will pay $1 million of the purchase price
in newly issued shares of the Companys 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 pay the balance of the purchase price for the Acquisition in
cash with borrowings under its Second Amended and Restated Credit
Agreement (the Credit Agreement).
The Unit Purchase Agreement contains customary representations
and warranties regarding the Purchaser, Cobalt and its
subsidiaries and the Sellers, customary covenants, including a
covenant regarding the conduct of Cobalts business between
signing and closing of the Acquisition and post-closing
restrictive covenants from the Sellers and certain other parties
in favor of the Purchaser, indemnification provisions and other
provisions customary for transactions of this nature. The closing
of the Acquisition will occur on the second business day
following the satisfaction or waiver of all closing conditions
set forth in the Unit Purchase Agreement (other than closing
conditions that by their nature are to be satisfied at the
closing, but subject to the satisfaction or waiver thereof at the
closing) or as the Purchaser and the Sellers may otherwise
mutually agree in writing; but the closing cannot occur before
July 3, 2017 without the prior written consent of the Purchaser.
and warranties regarding the Purchaser, Cobalt and its
subsidiaries and the Sellers, customary covenants, including a
covenant regarding the conduct of Cobalts business between
signing and closing of the Acquisition and post-closing
restrictive covenants from the Sellers and certain other parties
in favor of the Purchaser, indemnification provisions and other
provisions customary for transactions of this nature. The closing
of the Acquisition will occur on the second business day
following the satisfaction or waiver of all closing conditions
set forth in the Unit Purchase Agreement (other than closing
conditions that by their nature are to be satisfied at the
closing, but subject to the satisfaction or waiver thereof at the
closing) or as the Purchaser and the Sellers may otherwise
mutually agree in writing; but the closing cannot occur before
July 3, 2017 without the prior written consent of the Purchaser.
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 hereto 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.
purport to be complete and is qualified in its entirety by
reference to the Unit Purchase Agreement, which is filed as
Exhibit 2.1 hereto 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.
The Unit Purchase Agreement has been provided solely to inform
investors of its terms. The representations, warranties and
covenants contained in the Unit Purchase Agreement were made only
for the purposes of such agreement and as of specific dates, were
made solely for the benefit of the parties to the Unit Purchase
Agreement and may be intended not as statements of fact, but
rather as a way of allocating risk to one of the parties if those
statements prove to be inaccurate. In addition, such
representations, warranties and covenants may have been qualified
by certain disclosures not reflected in the text of the Unit
Purchase Agreement and may apply standards of materiality in a
way that is different from what may be viewed as material by
stockholders of, or other investors in, the Company. The Companys
shareholders and other investors are not third-party
beneficiaries under the Unit Purchase Agreement and should not
rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of
facts or conditions of the Company or Cobalt Boats, LLC or any of
their respective subsidiaries or affiliates.
investors of its terms. The representations, warranties and
covenants contained in the Unit Purchase Agreement were made only
for the purposes of such agreement and as of specific dates, were
made solely for the benefit of the parties to the Unit Purchase
Agreement and may be intended not as statements of fact, but
rather as a way of allocating risk to one of the parties if those
statements prove to be inaccurate. In addition, such
representations, warranties and covenants may have been qualified
by certain disclosures not reflected in the text of the Unit
Purchase Agreement and may apply standards of materiality in a
way that is different from what may be viewed as material by
stockholders of, or other investors in, the Company. The Companys
shareholders and other investors are not third-party
beneficiaries under the Unit Purchase Agreement and should not
rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of
facts or conditions of the Company or Cobalt Boats, LLC or any of
their respective subsidiaries or affiliates.
Second Amended and Restated Credit Agreement
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 (the LLC),
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 will be a
delayed draw term loan which will be 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. The Borrower has the option
to request lenders to increase the amount available under the
revolving credit facility by, or obtain incremental term loans
of, up to $50.0 million, subject to the terms of the Existing
Credit Agreement and only if existing or new lenders choose to
provide additional term or revolving commitments.
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 (the LLC),
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 will be a
delayed draw term loan which will be 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. The Borrower has the option
to request lenders to increase the amount available under the
revolving credit facility by, or obtain incremental term loans
of, up to $50.0 million, subject to the terms of the Existing
Credit Agreement and only if existing or new lenders choose to
provide additional term or revolving commitments.
Borrowings under the Credit Agreement bear interest at a rate
equal to either, at the Borrowers option, (i) the highest of the
prime rate, the Federal Funds Rate plus 0.5%, or one-month LIBOR
plus 1% (the Base Rate) or (ii) LIBOR, in each case plus an
applicable margin ranging from 1.75% to 3.00% with respect to
LIBOR borrowings and 0.75% to 2.00% with respect to Base Rate
borrowings. The applicable margin will be based upon the
consolidated leverage ratio of the LLC and its subsidiaries
calculated on a consolidated basis. The Borrower will also be
required to pay a commitment fee for the unused portion of the
revolving credit facility and on the daily amount of the unused
delayed draw term loan during the availability period, which will
range from 0.25% to 0.50% per annum, depending on the LLCs and
its subsidiaries consolidated leverage ratio. The Company is not
a party to the Existing Credit Agreement or the Credit Agreement.
As with the Existing Credit Agreement, the obligations of the
Borrower under the Credit Agreement are guaranteed by its parent,
the LLC, and, subject to certain exceptions, the present and
future domestic subsidiaries of the Borrower, including Cobalt,
and all such obligations are secured by substantially all of the
assets of the LLC, the Borrower and such subsidiary guarantors to
the Second Amended and Restated Security Agreement, by and among
the Borrower, the LLC, the subsidiary guarantors, and SunTrust
Bank, as administrative agent, dated as of June 28, 2017, and
other collateral documents.
equal to either, at the Borrowers option, (i) the highest of the
prime rate, the Federal Funds Rate plus 0.5%, or one-month LIBOR
plus 1% (the Base Rate) or (ii) LIBOR, in each case plus an
applicable margin ranging from 1.75% to 3.00% with respect to
LIBOR borrowings and 0.75% to 2.00% with respect to Base Rate
borrowings. The applicable margin will be based upon the
consolidated leverage ratio of the LLC and its subsidiaries
calculated on a consolidated basis. The Borrower will also be
required to pay a commitment fee for the unused portion of the
revolving credit facility and on the daily amount of the unused
delayed draw term loan during the availability period, which will
range from 0.25% to 0.50% per annum, depending on the LLCs and
its subsidiaries consolidated leverage ratio. The Company is not
a party to the Existing Credit Agreement or the Credit Agreement.
As with the Existing Credit Agreement, the obligations of the
Borrower under the Credit Agreement are guaranteed by its parent,
the LLC, and, subject to certain exceptions, the present and
future domestic subsidiaries of the Borrower, including Cobalt,
and all such obligations are secured by substantially all of the
assets of the LLC, the Borrower and such subsidiary guarantors to
the Second Amended and Restated Security Agreement, by and among
the Borrower, the LLC, the subsidiary guarantors, and SunTrust
Bank, as administrative agent, dated as of June 28, 2017, and
other collateral documents.
The Credit Agreement permits prepayment of the new term loan
facility and delayed draw term loan without any penalties. The
term loan facility under the Credit Agreement is subject to
quarterly installments of approximately $0.7 million per quarter
until March 31, 2019, then approximately $1.0 million per quarter
until June 30, 2021, and approximately $1.4 million per quarter
through March 31, 2021. Assuming a $105 million delayed draw term
loan is made, the delayed draw term loan under the Credit
Agreement is subject to quarterly installments of approximately
$1.3 million per quarter until March 31, 2019, then approximately
$2.0 million per quarter until June 30, 2021, and approximately
$2.6 million per quarter through March 31, 2022. The balance of
the term loan facility and delay draw term loan is due on the
maturity date of July 1, 2022. The Credit Agreement is also
subject to prepayments from the net cash proceeds received by the
Borrower or any guarantors from certain asset sales and recovery
events, subject to certain reinvestment rights, and from excess
cash flow, subject to the terms and conditions of the Credit
Agreement.
facility and delayed draw term loan without any penalties. The
term loan facility under the Credit Agreement is subject to
quarterly installments of approximately $0.7 million per quarter
until March 31, 2019, then approximately $1.0 million per quarter
until June 30, 2021, and approximately $1.4 million per quarter
through March 31, 2021. Assuming a $105 million delayed draw term
loan is made, the delayed draw term loan under the Credit
Agreement is subject to quarterly installments of approximately
$1.3 million per quarter until March 31, 2019, then approximately
$2.0 million per quarter until June 30, 2021, and approximately
$2.6 million per quarter through March 31, 2022. The balance of
the term loan facility and delay draw term loan is due on the
maturity date of July 1, 2022. The Credit Agreement is also
subject to prepayments from the net cash proceeds received by the
Borrower or any guarantors from certain asset sales and recovery
events, subject to certain reinvestment rights, and from excess
cash flow, subject to the terms and conditions of the Credit
Agreement.
The Credit Agreement contains certain customary representations
and warranties, and notice requirements for the occurrence of
specific events such as the occurrence of any event of default,
or pending or threatened litigation. The Credit Agreement also
requires compliance with certain customary financial covenants,
including a minimum ratio of EBITDA to fixed charges and a
maximum ratio of total debt to EBITDA. The Credit Agreement
contains certain restrictive covenants, which, among other
things, place limits on certain activities of the loan parties
under the Credit Agreement, such as the incurrence of additional
indebtedness and additional liens on property and limit the
future payment of dividends or distributions. For example, the
Credit Agreement generally prohibits the LLC, the Borrower and
the subsidiary guarantors from paying dividends or making
distributions, including to the Company. The Credit Agreement
permits, however, distributions based on a members allocated
taxable income and also includes carve-outs to permit certain
other distributions.
and warranties, and notice requirements for the occurrence of
specific events such as the occurrence of any event of default,
or pending or threatened litigation. The Credit Agreement also
requires compliance with certain customary financial covenants,
including a minimum ratio of EBITDA to fixed charges and a
maximum ratio of total debt to EBITDA. The Credit Agreement
contains certain restrictive covenants, which, among other
things, place limits on certain activities of the loan parties
under the Credit Agreement, such as the incurrence of additional
indebtedness and additional liens on property and limit the
future payment of dividends or distributions. For example, the
Credit Agreement generally prohibits the LLC, the Borrower and
the subsidiary guarantors from paying dividends or making
distributions, including to the Company. The Credit Agreement
permits, however, distributions based on a members allocated
taxable income and also includes carve-outs to permit certain
other distributions.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth above under Item 1.01 is hereby
incorporated by reference into this Item 2.03.
incorporated by reference into this Item 2.03.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 27, 2017, the Board of Directors of the Company (the
Board), subject to and effective upon completion of the
Acquisition, increased the size of the Board from nine to ten
directors and appointed Mr. William Paxson St. Clair, Jr.,
current Chief Executive Officer of Cobalt to the Board, with his
term to begin on the closing date of the Acquisition. In
addition, subject to and effective upon the completion of the
Acquisition, Mr. St. Clair will be appointed as President of
Cobalt, which will be an indirect wholly owned subsidiary of the
Company upon completion of the Acquisition.
Board), subject to and effective upon completion of the
Acquisition, increased the size of the Board from nine to ten
directors and appointed Mr. William Paxson St. Clair, Jr.,
current Chief Executive Officer of Cobalt to the Board, with his
term to begin on the closing date of the Acquisition. In
addition, subject to and effective upon the completion of the
Acquisition, Mr. St. Clair will be appointed as President of
Cobalt, which will be an indirect wholly owned subsidiary of the
Company upon completion of the Acquisition.
Mr. St. Clair, 52, has been Chief Executive Officer of Cobalt
since 2006. Prior to that he served in various roles at Cobalt
including as President and Chief Operating Officer from 2000
until 2006, Vice President and General Manager from 1998 until
2000, Vice President of Sales and Marketing from 1993 until 1998
and as National Sales Manager from 1990 until 1993. He currently
serves as a director of HydroHoist Boat Lift, a private company
that manufactures boat lifts, pedestal parts and other boat
accessories, the Kansas Chamber of Commerce and Industry and the
National Marine Manufacturers Association. Mr. St. Clair
graduated with a B.A. in Liberal Arts and Sciences from the
University of Kansas.
since 2006. Prior to that he served in various roles at Cobalt
including as President and Chief Operating Officer from 2000
until 2006, Vice President and General Manager from 1998 until
2000, Vice President of Sales and Marketing from 1993 until 1998
and as National Sales Manager from 1990 until 1993. He currently
serves as a director of HydroHoist Boat Lift, a private company
that manufactures boat lifts, pedestal parts and other boat
accessories, the Kansas Chamber of Commerce and Industry and the
National Marine Manufacturers Association. Mr. St. Clair
graduated with a B.A. in Liberal Arts and Sciences from the
University of Kansas.
In connection with Mr. St. Clairs appointment as President of
Cobalt, Cobalt entered into an employment agreement with Mr. St.
Clair dated June 28, 2017, which will become effective on the
closing date of the Acquisition, subject to completion of the
Acquisition. The employment agreement has a term of two years,
commencing on the closing date of the Acquisition and
Cobalt, Cobalt entered into an employment agreement with Mr. St.
Clair dated June 28, 2017, which will become effective on the
closing date of the Acquisition, subject to completion of the
Acquisition. The employment agreement has a term of two years,
commencing on the closing date of the Acquisition and
ending on the two year anniversary of such date (the Period of
Employment). The material terms of the employment agreement are
summarized below.
Employment). The material terms of the employment agreement are
summarized below.
Base Salary. Mr. St. Clair will receive an annual base salary of
$400,000.
$400,000.
Bonus. Mr. St. Clair will be entitled to earn an annual bonus
each year. The target and actual bonus amount will be determined
by the Companys Compensation Committee each year based on the
bonus program in effect for that model year, with the payment of
any bonus subject to the achievement of the applicable
performance criteria and Mr. St. Clairs continuous employment.
each year. The target and actual bonus amount will be determined
by the Companys Compensation Committee each year based on the
bonus program in effect for that model year, with the payment of
any bonus subject to the achievement of the applicable
performance criteria and Mr. St. Clairs continuous employment.
Severance Terms. If the Company terminates Mr. St. Clairs
employment without Cause (as defined in the employment
agreement), he will continue to receive his base salary through
the end of the remaining term of the Period of Employment. Mr.
St. Clairs receipt of these severance benefits is subject to his
execution and non-revocation of a release of claims in favor of
the Company, and to his compliance with the restrictive covenants
described below.
employment without Cause (as defined in the employment
agreement), he will continue to receive his base salary through
the end of the remaining term of the Period of Employment. Mr.
St. Clairs receipt of these severance benefits is subject to his
execution and non-revocation of a release of claims in favor of
the Company, and to his compliance with the restrictive covenants
described below.
Other Benefits. Mr. St. Clair will be eligible to participate in
all of Cobalts employee benefit programs for which employees of
Cobalt are generally eligible. In addition, Mr. St. Clair will be
entitled to the use of a boat and automobile benefits.
all of Cobalts employee benefit programs for which employees of
Cobalt are generally eligible. In addition, Mr. St. Clair will be
entitled to the use of a boat and automobile benefits.
Restrictive Covenants. During the term of his employment and for
a period of three years following his termination of employment,
Mr. St. Clair will not solicit the employees of Company or any of
its affiliates, and will be subject to a non-disparagement
provision. In addition, Mr. St. Clair has agreed not to disclose
any confidential information of the Company or any of its
affiliates at any time during or after his employment.
a period of three years following his termination of employment,
Mr. St. Clair will not solicit the employees of Company or any of
its affiliates, and will be subject to a non-disparagement
provision. In addition, Mr. St. Clair has agreed not to disclose
any confidential information of the Company or any of its
affiliates at any time during or after his employment.
The foregoing description of Mr. St. Clairs employment agreement
does not purport to be complete and is qualified in its entirety
by reference to the employment agreement, which is filed as
Exhibit 10.3 hereto and is incorporated herein by reference.
does not purport to be complete and is qualified in its entirety
by reference to the employment agreement, which is filed as
Exhibit 10.3 hereto and is incorporated herein by reference.
Mr. St. Clair will also enter into a customary indemnification
agreement with the Company, the form of which is filed as Exhibit
10.19 to the Companys registration statement on Form S-1 filed on
December 13, 2013.
agreement with the Company, the form of which is filed as Exhibit
10.19 to the Companys registration statement on Form S-1 filed on
December 13, 2013.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on June 28, 2017, announcing
execution of the Unit Purchase Agreement. The Company also
prepared an investor presentation regarding the Acquisition,
dated June 29, 2017. A copy of the press release is attached to
this Current Report on Form 8-K as Exhibit 99.1 and a copy of the
investor presentation is attached to this Current Report on Form
8-K as Exhibit 99.2.
execution of the Unit Purchase Agreement. The Company also
prepared an investor presentation regarding the Acquisition,
dated June 29, 2017. A copy of the press release is attached to
this Current Report on Form 8-K as Exhibit 99.1 and a copy of the
investor presentation is attached to this Current Report on Form
8-K as Exhibit 99.2.
The information in this Item 7.01 and in Exhibits 99.1 and 99.2
is furnished and shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section, and such information shall not be deemed to be
incorporated by reference into any of the Companys filings under
the Securities Act of 1933, as amended, or the Exchange Act.
is furnished and shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section, and such information shall not be deemed to be
incorporated by reference into any of the Companys filings under
the Securities Act of 1933, as amended, or the Exchange Act.
Forward Looking Statements
This Current Report on Form 8-K includes forward-looking
statements (as such term is defined in the Private Securities
Litigation Reform Act of 1995). Forward-looking statements can be
identified by such words and phrases as believes, anticipates,
expects, intends, estimates, may, will, should, continue and
similar expressions, comparable terminology or the negative
thereof, and includes the statements in this Form 8-K concerning
the timing of the closing of the Acquisition, the anticipated
issuance of shares of Class A common stock and borrowings under
the Credit Agreement to fund the Acquisition and the appointment
of Mr. St. Clair to the Board and effectiveness of his employment
agreement subject to completion of the Acquisition.
statements (as such term is defined in the Private Securities
Litigation Reform Act of 1995). Forward-looking statements can be
identified by such words and phrases as believes, anticipates,
expects, intends, estimates, may, will, should, continue and
similar expressions, comparable terminology or the negative
thereof, and includes the statements in this Form 8-K concerning
the timing of the closing of the Acquisition, the anticipated
issuance of shares of Class A common stock and borrowings under
the Credit Agreement to fund the Acquisition and the appointment
of Mr. St. Clair to the Board and effectiveness of his employment
agreement subject to completion of the Acquisition.
Forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied in the forward-looking statements,
including, but not limited to: the satisfaction of the closing
conditions set forth in the Unit Purchase Agreement, the ability
to meet the conditions under the Credit Agreement to borrow the
anticipated amount, and other factors affecting the Company
detailed from time to time in the Companys filings with the
Securities and Exchange Commission. Many of these risks and
uncertainties are outside the Companys control, and there may be
other risks and uncertainties which the Company does not
currently anticipate because they relate to events and depend on
that could cause actual results to differ materially from those
expressed or implied in the forward-looking statements,
including, but not limited to: the satisfaction of the closing
conditions set forth in the Unit Purchase Agreement, the ability
to meet the conditions under the Credit Agreement to borrow the
anticipated amount, and other factors affecting the Company
detailed from time to time in the Companys filings with the
Securities and Exchange Commission. Many of these risks and
uncertainties are outside the Companys control, and there may be
other risks and uncertainties which the Company does not
currently anticipate because they relate to events and depend on
circumstances that may or may not occur in the future. Although
the Company believes that the expectations reflected in any
forward-looking statements are based on reasonable assumptions at
the time made, the Company can give no assurance that the
Companys expectations will be achieved. Undue reliance should not
be placed on these forward-looking statements, which speak only
as of the date hereof. The Company undertakes no obligation (and
the Company expressly disclaims any obligation) to update or
supplement any forward-looking statements that may become untrue
because of subsequent events, whether because of new information,
future events, changes in assumptions or otherwise.
the Company believes that the expectations reflected in any
forward-looking statements are based on reasonable assumptions at
the time made, the Company can give no assurance that the
Companys expectations will be achieved. Undue reliance should not
be placed on these forward-looking statements, which speak only
as of the date hereof. The Company undertakes no obligation (and
the Company expressly disclaims any obligation) to update or
supplement any forward-looking statements that may become untrue
because of subsequent events, whether because of new information,
future events, changes in assumptions or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished as part of this
report:
report:
|
Exhibit No.
|
Description
|
|
|
2.1
|
Unit Purchase Agreement, dated June 28, 2017 among
Malibu Boats, LLC, Cobalt Boats, LLC and the other parties named therein |
|
|
10.1
|
Second Amended and Restated Credit Agreement, dated
June 28, 2017, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other guarantors party thereto, the lenders party thereto, and SunTrust Bank, as administrative agent, as issuing bank and as swingline lender |
|
|
10.2
|
Second Amended and Restated Security Agreement, dated
June 28, 2017, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other debtors party thereto, and SunTrust Bank, as administrative agent |
|
|
10.3
|
Employment Agreement, dated June 28, 2017, between
William Paxson St. Clair, Jr. and Cobalt Boats, LLC |
|
|
99.1
|
Press Release dated June 28, 2017
|
|
|
99.2
|
Investor presentation on acquisition of Cobalt Boats,
LLC dated June 29, 2017 |
> Portions of this exhibit have been omitted to a confidential
treatment request. Omitted information has been filed separately
with the SEC.
treatment request. Omitted information has been filed separately
with the SEC.
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.
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
>
|
Malibu Boats, Inc.
|
||||||
|
Date: June 29, 2017
|
By:
|
/s/ Jack Springer
|
||||
|
Jack Springer
|
||||||
|
Chief Executive Officer
|
||||||
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|||
|
2.1
|
Unit Purchase Agreement, dated June 28, 2017 among
Malibu Boats, LLC, Cobalt Boats, LLC and the other parties named therein |
|||
|
10.1
|
Second Amended and Restated Credit Agreement, dated
June 28, 2017, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other guarantors party thereto, the lenders party thereto, and SunTrust Bank, as administrative agent, as issuing bank and as swingline lender |
|||
|
10.2
|
Second Amended and Restated Security Agreement, dated
June 28, 2017, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other debtors party thereto, and SunTrust Bank, as administrative agent |
|||
|
10.3
|
Employment Agreement, dated June 28, 2017, between
William Paxson St. Clair, Jr. and Cobalt Boats, LLC |
|||
|
99.1
|
Press Release dated June 28, 2017
|
|||
|
99.2
|
Investor presentation on acquisition of Cobalt Boats,
LLC dated June 29, 2017 |
|||
Portions of this exhibit have been omitted
Malibu Boats, Inc. ExhibitEX-2.1 2 exhibit21-unitpurchaseagre.htm EXHIBIT 2.1 Exhibit Exhibit 2.1EXECUTION VERSION UNIT PURCHASE AGREEMENTdated as ofJune 28,…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.
