MCBC Holdings,Inc. (NASDAQ:MCFT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry Into a Material Definitive Agreement.
Agreement to Acquire Crest Marine, LLC
On September10, 2018, MCBC Holdings,Inc., a Delaware corporation (the “Company” or the “Purchaser”) entered into an agreement to acquire all of the outstanding membership interests and other equity securities of Crest Marine, LLC, a Michigan limited liability company (“Crest”) from its existing members (collectively, the “Sellers”) to a membership interest purchase agreement, dated as of September10, 2018 (the “Membership Interest Purchase Agreement”), by and among the Purchaser, the Sellers and Patrick Fenton, as representative for the Sellers (the “Acquisition”) for an aggregate purchase price of approximately $80 million, subject to customary adjustments for the amount of working capital in the business at the closing date. A portion of the purchase price will be deposited into escrow accounts in order to secure certain post-closing obligations of the Sellers. The Membership Interest Purchase Agreement contains customary representations and warranties regarding the Purchaser, Crest and the Sellers, customary covenants, including 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 Acquisition is expected to close in the fourth quarter of calendar year 2018, subject to customary closing conditions.
The foregoing description of the Membership Interest Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Membership Interest Purchase Agreement, which is filed as Exhibit2.1 hereto and is incorporated herein by reference. Certain schedules and annexures to the Membership Interest 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 Membership Interest Purchase Agreement has been provided solely to inform investors of its terms. The representations, warranties and covenants contained in the Membership Interest 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 Membership Interest 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 Membership Interest 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 Company’s stockholders and other investors are not third-party beneficiaries under the Membership Interest 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 Crest or any of their respective subsidiaries or affiliates.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on September10, 2018, announcing the execution and delivery of the Membership Interest Purchase Agreement, a copy of which is attached to this Current Report on Form8-K as Exhibit99.1.
The information in this Item 7.01 and in Exhibit99.1 is furnished and shall not be deemed to be “filed” for purposes of Section18 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 Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
