SEC Company Response from MasterCraft Boat Holdings, Inc. (MCFT) (CIK 0001638290) (MCFT) — Jun 29, 2015
MasterCraft Boat Holdings, Inc. (MCFT) (CIK 0001638290)
Date: June 29, 2015 · CIK: 0001638290 · Accession: 0001104659-15-048358
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-203815
Letter
Kirk A. Davenport II
Direct Dial: 212-906-1284
kirk.davenport@lw.com
53rd at Third
885 Third Avenue
New York, New York 10022-4834
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
FIRM / AFFILIATE OFFICES
Abu Dhabi
Milan
Barcelona
Moscow
Beijing
Munich
Boston
New Jersey
Brussels
New York
Chicago
Orange County
June 29, 2015
Doha
Paris
Dubai
Riyadh
Düsseldorf
Rome
Frankfurt
San Diego
Hamburg
San Francisco
Hong Kong
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Houston
Silicon Valley
London
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Washington, D.C.
VIA HAND DELIVERY
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ada D. Sarmento
Re: MCBC Holdings, Inc.
Registration Statement on Form S-1 (File No. 333-203815)
Ladies and Gentlemen,
Reference is hereby made to the above-captioned Registration Statement on Form S-1, as amended (the “Registration Statement”), of MCBC Holdings, Inc. (the “Company”) in connection with the offering of shares of the Company’s common stock (the “Offering”).
We supplementally advise the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) as follows on behalf of the Company:
· Based on discussions between the Company and the underwriters, the estimated per share price to the public in the Offering is expected to be between $13.00 and $15.00, after giving effect to the 11.7355 -for-1 stock split that we intend to effect prior to commencing the offering, with 6,071,430 shares of common stock offered to the public in connection with the Offering (or 6,982,145 shares of common stock should the underwriters’ option to purchase additional shares be exercised in full).
The Company is supplementally providing the information in this letter to the Staff in order to assist the Staff in its review of the Company’s Registration Statement. We confirm on
behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with the Offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information, including the information set forth in this letter, other than information that may be excluded in reliance upon Rule 430A under the Securities Act of 1933, as amended, including any such information set forth in this letter.
The Company further advises the Staff that, given the volatility in the public trading markets and the uncertainty of the timing of the Offering, the information in this letter that the Company is supplementally providing to the Staff is for illustrative purposes only and may differ in the actual preliminary prospectus for the Offering. The Company advises the Staff that the final range to be included in a pre-effective amendment to the Registration Statement will include a price range of no more than $2.0, if the maximum price is $10.0 per share or less, or 20.0%, if the maximum price is greater than $10.0 per share, unless otherwise approved by the Staff.
The Company and the underwriters are currently preparing to circulate copies of the preliminary prospectus in connection with the Offering as early as July 6, 2015. We would be grateful for the Staff’s efforts to provide any further comments as soon as possible.
Please do not hesitate to contact me at (212) 906-1284 with any questions or comments you may have regarding this letter.
Very truly yours,
/s/ Kirk A. Davenport II
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CORRESP 1 filename1.htm Kirk A. Davenport II Direct Dial: 212-906-1284 kirk.davenport@lw.com 53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Chicago Orange County June 29, 2015 Doha Paris Dubai Riyadh Düsseldorf Rome Frankfurt San Diego Hamburg San Francisco Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. VIA HAND DELIVERY Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ada D. Sarmento Re: MCBC Holdings, Inc. Registration Statement on Form S-1 (File No. 333-203815) Ladies and Gentlemen, Reference is hereby made to the above-captioned Registration Statement on Form S-1, as amended (the “Registration Statement”), of MCBC Holdings, Inc. (the “Company”) in connection with the offering of shares of the Company’s common stock (the “Offering”). We supplementally advise the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) as follows on behalf of the Company: · Based on discussions between the Company and the underwriters, the estimated per share price to the public in the Offering is expected to be between $13.00 and $15.00, after giving effect to the 11.7355 -for-1 stock split that we intend to effect prior to commencing the offering, with 6,071,430 shares of common stock offered to the public in connection with the Offering (or 6,982,145 shares of common stock should the underwriters’ option to purchase additional shares be exercised in full). The Company is supplementally providing the information in this letter to the Staff in order to assist the Staff in its review of the Company’s Registration Statement. We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with the Offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information, including the information set forth in this letter, other than information that may be excluded in reliance upon Rule 430A under the Securities Act of 1933, as amended, including any such information set forth in this letter. The Company further advises the Staff that, given the volatility in the public trading markets and the uncertainty of the timing of the Offering, the information in this letter that the Company is supplementally providing to the Staff is for illustrative purposes only and may differ in the actual preliminary prospectus for the Offering. The Company advises the Staff that the final range to be included in a pre-effective amendment to the Registration Statement will include a price range of no more than $2.0, if the maximum price is $10.0 per share or less, or 20.0%, if the maximum price is greater than $10.0 per share, unless otherwise approved by the Staff. The Company and the underwriters are currently preparing to circulate copies of the preliminary prospectus in connection with the Offering as early as July 6, 2015. We would be grateful for the Staff’s efforts to provide any further comments as soon as possible. Please do not hesitate to contact me at (212) 906-1284 with any questions or comments you may have regarding this letter. Very truly yours, /s/ Kirk A. Davenport II Kirk A. Davenport II of LATHAM & WATKINS LLP Enclosures cc: (via fax) Timothy M. Oxley, Chief Financial Officer, MCBC Holdings, Inc. Dennis D. Lamont, Esq., Latham & Watkins LLP Frank J. Lopez, Esq., Proskauer Rose LLP Robin Feiner, Esq., Proskauer Rose LLP 2