LOUDON, Tenn., March 13, 2015 (GLOBE NEWSWIRE) -- Malibu Boats, Inc.
(Nasdaq:MBUU) ("Malibu Boats" or the "Company") today announced that it
is commencing a modified "Dutch auction" tender offer to purchase for
cash (i) shares of its class A common stock, par value $0.01 per share (the "Shares") and (ii) limited liability company interests of Malibu Boats Holdings, LLC, a Delaware
limited liability company (the "LLC" with such limited liability
company interests defined as "LLC Units" and collectively with the
Shares, the "Securities"), for an aggregate purchase price of not more
than $70.0 million (the "Aggregate Purchase Price").
There is no requirement to
use a specified portion of the Aggregate Purchase Price to purchase
Shares versus LLC Units and the Company will treat Shares and LLC Units
equally when allocating the Aggregate Purchase Price.
Pursuant to the tender offer, stockholders and unitholders of the
Securities may tender all or a portion of their Securities (1) at a
price specified by the tendering stockholder of not less than $21.00 and not more than $23.50
per Share or LLC Unit, as applicable, or (2) without specifying a
purchase price, in which case their Securities will be purchased at the
purchase price determined in accordance with the tender offer. When the
tender offer expires, Malibu Boats will determine the lowest price within the range of prices specified above (the "purchase price") enabling Malibu Boats to purchase up to $70.0 million
in the aggregate of the Securities. Stockholders and unitholders will
receive the purchase price in cash, subject to
applicable withholding and without interest, for Securities tendered at
prices equal to or less than the purchase price, subject to the
conditions of the tender offer, including the provisions relating to
proration, "odd lot" priority and conditional tenders in the event that
the aggregate cost to purchase all of the Securities validly tendered
and not validly withdrawn at or below the purchase price exceeds $70.0 million.
These provisions are described in the Offer to Purchase and in the
Letter of Transmittal relating to the tender offer that will be
distributed to stockholders and unitholders. All Securities purchased by
the Company will be purchased at the same price. All Securities
tendered at prices higher than the purchase price will be promptly
returned to stockholders and unitholders, as applicable.
The tender offer will not be conditioned upon any minimum number of
Shares or LLC Units being tendered; however, the tender offer will be
subject to a number of other terms and conditions specified in the Offer
to Purchase, including (i) the closing of an amendment and restatement
to the existing credit agreement dated July 16, 2013, by and among Malibu Boats, LLC, the LLC, SunTrust Bank
and other lenders and guarantors parties therein, as amended (the
"Existing Credit Agreement"), to, among other things, add a term loan
facility (the "New Term Loan") and permit the offer and all related
transactions in connection with the offer and (ii) the receipt of gross
proceeds (before expenses) by Malibu Boats, LLC of no
less than $80.0 million from the New Term Loan (the
"Malibu Financing Condition"). The amendment and restatement to the
Existing Credit Agreement is currently expected to close and fund at
least five business days prior to the Expiration Time substantially
concurrently with the Company's waiver of the Malibu Financing
Condition.
The tender offer, withdrawal rights and the proration period will expire at 12:00 midnight, New York City time, on April 9, 2015, unless extended or terminated by Malibu Boats.
Tenders of Securities must be made prior to the expiration of the
tender offer and may be withdrawn at any time prior to the expiration of
the tender offer. Georgeson Inc. is acting as information agent for the tender offer. Wells Fargo Securities, LLC is acting as dealer manager for the tender offer. American Stock Transfer & Trust Company, LLC is acting as the depositary for the tender offer.
Each of the Company's board of directors and the Company, as the LLC's
sole managing member, has authorized the tender offer. However, none of
the Company, the Company's board of directors, the dealer manager, the
depositary or the information agent or any of their affiliates makes any
recommendation to stockholders and unitholders as to whether to tender
or refrain from tendering their Shares or LLC Units or as to the price
or prices at which stockholders or unitholders may choose to tender
their Securities. The Company has not authorized any person to make any
such recommendation. Stockholders and unitholders must make their own
decision as to whether to tender their Securities and, if so, how many
Shares or LLC Units to tender and the price or prices at which their
Securities should be tendered. In doing so, stockholders and unitholders
should read carefully the information in, or
incorporated by reference in, the Offer to Purchase and in the Letter of
Transmittal (as they may be amended or supplemented), including the
purposes and effects of the offer. Stockholders and unitholders are
urged to discuss their decisions with their own tax advisors, financial
advisors and/or brokers.
News Release for Informational Purposes Only
This news release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any Shares or LLC
Units. The offer is being made solely by the Offer to Purchase and the
related Letter of Transmittal, as they may be amended or supplemented.
Stockholders and unitholders are urged to read the Company's tender
offer statement on Schedule TO to be filed contemporaneously with the Securities and Exchange Commission
(the "SEC") in connection with the tender offer, which will include as
exhibits the Offer to Purchase, the related Letter of Transmittal and
other offer materials, as well as any amendments or supplements to the
Schedule TO when they become available, because they contain important
information. Each of these documents will be filed with the SEC, and stockholders and unitholders may obtain them for free from the
SEC at its website (www.sec.gov) or from Georgeson Inc., the information agent for the tender offer, by telephone at: (866) 856-4733 (toll-free), via email at malibuboats@georgeson.com or in writing to: 480 Washington Blvd., 26th Floor, Jersey City, NJ 07310.
About Malibu Boats, Inc.
Malibu Boats is a leading designer, manufacturer and marketer of performance sport boats, with the #1 market share position in the United States since 2010. The Company has two brands of performance sport boats, Malibu Boats and Axis Wake Research
(Axis). Since inception in 1982, the Company has been a consistent
innovator in the powerboat industry, designing products that appeal to
an expanding range of recreational boaters and water sports enthusiasts
whose passion for boating and water sports is a key aspect of their
lifestyle.
Forward-Looking Statements
This press release contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements may be identified by their reference to
a future period or periods or by the use of forward-looking terminology
such as "anticipate," "believe," "estimate," "expect," "may," "might,"
"will," "would," "could" or "intend." These forward-looking statements
include, without limitation, statements related to the tender offer of
Shares and LLC Units and statements regarding the successful closing of
and funding from the Malibu Financing Condition. Actual results may
differ materially from those in the forward-looking statements as a
result of a number of factors, including those described from time to
time in the Company's filings with the SEC.
CONTACT: Malibu Boats, Inc.
Wayne Wilson
Chief Financial Officer
(865) 458-5478
ICR
John Rouleau/Rachel Schacter
(203) 682-8200
John.Rouleau@icrinc.com
Rachel.Schacter@icrinc.com
Source: Malibu Boats
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