SecProbe.io

May 28 , 2015

Terry McNew
Chief Executive Officer
MCBC Holdings, Inc.
100 Cherokee Cove Drive
Vonore, TN 37885

Re: MCBC Holdings, Inc.
  Registration Statement on Form  S-1
Filed  May 1, 2015
  File No.  333-203815

Dear Mr. McNew:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providin g the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and t he information you
provide in response to these comments, we may have  additional comments .

General

1. Prior to printing and distribution of the registration statement, please provide us mockups
of any pages that include any additional pictures or graphics  to be presented.
Accompanying captions, if any, should also be provided. We may have comments after
reviewing the materials .

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, tha t you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Terry McNew
MCBC Holdings, Inc.
May 28 , 2015
Page 2

 Prospectus Summary, page 1

3. We note the references in the su mmary to a recovery in the boating industry.  Please
revise to discuss from what the industry is recovering.  Please also provide a basis for the
references to “pent -up” consumer demand for powerboats .

Summary Historical Consolidated Financial Data, page 16

4. We note your pl aceholder discussion of the pro forma per share calculation in footnote
(1) on page 16.   Please clarify for us and in the disclosure whether the pro forma per
share data gives effect to the additional  number of shares issued in this offering whose
proceeds are intended to be used to repay the outstanding borrowings as noted in your use
of proceeds discussion on page 39.

5. We note your definition of EBITDA on pages 17 and 45 that includes the change in
common stock warrant fair value.  EBITDA, a commonly used definition, does not
include adjustments other than interest, taxes, depreciation and amortization. As such,
please revise by re -labeling this non -GAAP measure accordingly.  Please refer to
guidance in Question 103.01 of the C&DI’s for non -GAAP Financial Measures available
on our website.

Risk Factors, page 19

We rely on third -party suppliers, page 25

6. Please tell us whether you believe the contract with Ilmor  referenced in this risk factor is
required to be filed as an exhibit pursuant to Item 601(b)(10) of Regulation S -K.

Selected Historical Consolidated Financial Data, page 44

7. You prominently present the financial information in this section as “unaudited”  under
fiscal year ended June 30, 2014.  It is unclear which reporting period(s) your labeling is
referring to.  Please revise accordingly.

Management’s Discussion and Analysis  of Financial Condition and Results of Operations

Hydra -Sports, page 48

8. We no te your disclosure of the sale of Hydra -Sports related to trade name, tooling and
other assets. However, we note you continue making recreational boats under a
contractual agreement with the buyer and that you continue to account for the business as
a repo rtable segment after the sale in FY 2012. In this regard, please tell us and disclose
in more detail what piece(s) of businesses you had sold and those that you retained and
what the other assets encompass as part of the sale.

Terry McNew
MCBC Holdings, Inc.
May 28 , 2015
Page 3

 Contractual Obligations, page  58

9. Please tell us your consideration for including the maximum obligation amounts relating
for your floor plan agreements in your discussion under the Contractual Obligations table
as you disclose such amounts on page F -29.

10. Please revise to include esti mated interest payments on outstanding long -term debt
obligations. Because the table is aimed at increasing transparency of cash flows, we
believe interest payments should be included in the table. Disclose any assumptions used
to arrive at the estimated a mounts based on variable rates. If you choose not to include
these payments in the table, please provide information regarding future interest
payments in a footnote to the table. Please refer to Item 303(a)(5) of Regulation S -K and
footnote 46 to the Comm ission's Guidance Regarding Management's Discussion and
Analysis of Financial Condition and Results of Operations, SEC Release No. 33 -8350,
issued December 19, 2003.

Business, page 64

Manufacturing, page 80

11. Please explain the relevance of the terms “CSI  Customer Satisfaction” and “Kaizen”
which may not be readily apparent to investors.

Principal Stockholders, page 104

12. Please identify the individual or individuals who have voting and dispositive power with
respect to the shares held by Wayzata and MCBC Acquisition LLC .

Material U.S. Federal Income Tax Consequences, page 118

13. Please delete the phrase that the tax discussion is for “information al purposes  only.”
Investors are entitled to rely on this section.

Consolidated Statements of Cash Flows, pag e F-6

14. We note your Consolidated Statements of Cash Flows does not include a line item for the
effect of exchange rate changes in cash. Please tell us if applicable to you and how you
complied with the guidance set forth in ASC 830 -230-45-1 as it relates t o your cash flow
presentation.

Terry McNew
MCBC Holdings, Inc.
May 28 , 2015
Page 4

 Notes to Consolidated Financial Statements

Note 3. Significant Accounting Policies, page F -8

15. We note that 14.6% of your net sales were generated from outside of North America and
you also reference that your international operations expose you to various risks in
operating in foreign jurisdictions.  Please provide us with further details about your
international operations.  We note your disclosure in the risk factor section on  page 24
that you have foreign balance sheets. In this regard, specifically identify whether or not
you have any foreign subsidiaries or foreign branch offices.

Note 12. Income Taxes, page F -26

16. Please revise to disclose the amount of net income before p rovision for income taxes
attributable to both domestic and foreign operations .   Please refer to Rule 4 -08(h)(1) of
Regulation S -X for guidance.

17. We note on page 60, you are subject to income taxes in the United States and numerous
foreign jurisdictions and that your effective tax rates differs from the statutory rates
primarily due to the foreign tax rate differential, tax exempt revenue and non -deductible
expenses.  Please quantify each of the above reconciling items and tell us which line
item(s) within  the rate reconciliation on page F -25 where you present  them.  Please
clarify your related disclosures as appropriate, as it appears the tax rate d ifferences are
primarily due to changes to the deferred tax valuation allowance.

18. We note that a reduction to your deferred tax valuation allowance of $15.6 million was
recorded during the fiscal year ended June 30, 2014 in connection with management´s
determination that it is more likely than not that your deferred tax assets will be realized.
Please provide us and expand disclosure in MD&A on page 60 with a more detailed
discussion of the positive and negative evidence considered by management in reaching
the conclusion that this valuation allowance was no longer necessary. Your response
should include an explanation of the timing of the reversal of this valuation allowance.
Please refer to ASC 740 -10-30 for guidance.

Note 16. Common Stock and Common Sto ck Warrant, page F -30

19. We note you issued a common stock warrant in June 2009.  Please explain to us your
GAAP basis to support your  classification for this warrant  as a liability . In your response,
please provide us with a description of the provisions of  the warrant agreement that
require liability classification along with your analysis of the relevant authoritative
accounting literature.

Terry McNew
MCBC Holdings, Inc.
May 28 , 2015
Page 5

 Note 18. Segment Information, page F -32

20. Please provide entity -wide disclosure regarding major customers in accordance with ASC
280-10-50-41 to 42.

21. We note your disclosure of the new product line MasterCraft NXT beginning January
2014 for the fast growing entry level customers with a unique design and a lower base
price point range and option packages on pages 1, 7 and 25. You state that the target
customer base is distinct from your traditional customer base but with similar profit
margins. You also state on page 71 that the product line is more accessible to a much
broader demographic of the recreational boati ng industry. In this regard, tell us how you
consider the guidance within ASC 280 -10-50-1 to 9 in determining whether this product
line is an operating segment. If it is an operating segment and you aggregate it with your
other operating segments, please e xplain to us in detail how you consider the guidance
within ASC 280 -50-11 to 19 along with the objectives and principles of the accounting
standard in terms of aggregation.

Age of Financial Statements

22. Please update your financial statements in accordance  with Rule 3 -12 of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act ru les require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you re quest acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective , it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full res ponsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Terry McNew
MCBC Holdings, Inc.
May 28 , 2015
Page 6

 Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

You may contact  Melissa Gilmore  at (202) 551 -3777 or Andrew Mew  at (202) 551 -3377
if you have questions regarding comments on the financial statements and related matters.
Please contact Ada D. Sarmento  at (202) 551 -3798 or me at (202) 551 -3469  with any other
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc:  Kirk A. Davenport II, Esq.