SecProbe.io

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 MASTERCRAFT BOAT HOLDINGS, INC.
 100 Cherokee Cove Drive
 Vonore, Tennessee 37885
 March 24, 2026 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance Office of Manufacturing
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 MasterCraft Boat Holdings, Inc.
 Request for Acceleration of Effectiveness of Registration Statement on Form S-4
 Registration No. 333-294312
 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities
Act of 1933, as amended, MasterCraft Boat Holdings, Inc., a Delaware corporation (the “ Company ”), hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:30 p.m., Eastern Time, on
March 27, 2026, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, King & Spalding LLP, request by telephone that such Registration Statement be declared effective.
 Please contact Keith Townsend of King & Spalding LLP at (404) 572-3517 or ktownsend@kslaw.com,
Robert Leclerc of King & Spalding LLP at (404) 572-2781 or rleclerc@kslaw.com or Zack Davis of King & Spalding LLP at (404) 572-2770 or
zdavis@kslaw.com, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/ Bradley M. Nelson

 Bradley M. Nelson

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 20, 2026

Bradley Nelson
Chief Executive Officer
MasterCraft Boat Holdings, Inc.
100 Cherokee Cove Drive
Vonore, Tennessee 37885

 Re: MasterCraft Boat Holdings, Inc.
 Registration Statement on Form S-4
 Filed March 16, 2026
 File No. 333-294312
Dear Bradley Nelson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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August 8, 2016

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

Re: Acceleration Request for MCBC Holdings, Inc.

Registration Statement on Form S-3 (File No. 333-212812)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, MCBC Holdings, Inc. (the “Company”), hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. (ET) on August 10, 2016, or as soon thereafter as is practicable.

The Company hereby acknowledges that:

·                                          should the Securities and Exchange Commission (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 responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                                          the Company may not assert this staff comment 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.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Keith Townsend at King & Spalding LLP at (404) 572-3517.

Very truly yours,

MCBC   Holdings, Inc.

By:

/s/ Timothy M. Oxley

Name: Timothy M. Oxley

Title: Chief Financial   Officer

Mail Stop 3561

August 5, 2016

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

Re: MCBC Holdings, Inc.
  Registration Statement on Form S-3
Filed  August 1, 2016
  File No.  333-212812

Dear Mr. McNew :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 193 3 and
all applicable Securities  Act rules 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.

In the event you request acceleration of the effective date of the pending regist ration
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 wit h 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 responsibility for
the adequacy and accuracy of the disclosure in th e 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.
August 5, 2016
Page 2

 Please refer to Rules 460 and 4 61 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 their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Julie Griffith  at 202-551-3267  with any questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

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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

July 15,   2015

Abu Dhabi

Milan

Barcelona

Moscow

VIA EDGAR AND OVERNIGHT DELIVERY

Beijing

Munich

Boston

New Jersey

Division   of Corporation Finance

Brussels

New York

United   States Securities and Exchange Commission

Century City

Orange County

100   F Street, N.E.

Chicago

Paris

Washington,   D.C. 20549

Dubai

Riyadh

Attention:   Justin Dobbie

Düsseldorf

Rome

Frankfurt

San Diego

Re:

MCBC   Holdings, Inc.

Hamburg

San Francisco

Registration   Statement on Form S-1

Hong Kong

Shanghai

Filed   May 1, 2015

Houston

Silicon Valley

File   No. 333-203815

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

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”).  This letter responds to the comment letter, dated July 14, 2015, from the staff of the Securities and Exchange Commission (the “Staff”) to Terry McNew, the Company’s President and Chief Executive Officer, regarding Amendment No. 4 (“Amendment No. 4”) to the above-captioned Registration Statement, which was initially filed with the Commission on May 1, 2015 (the “Initial Filing”).  The responses provided in this letter are based on information provided to Latham & Watkins LLP by the Company. The Company expects to file Amendment No. 5 to the Registration Statement (“Amendment No. 5”) today.

In this letter, the numbered paragraphs below set forth the Staff’s comments in italics, followed by the Company’s responses.  Unless otherwise indicated, capitalized terms used in this letter have the meanings assigned to them in the Registration Statement.

General

1.              We note your response to our prior comment 1. Please file a consent for Mr. Campion. Please refer to Rule 438 under the Securities Act of 1933.

Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that a consent has been filed for Mr. Campion pursuant to Rule 438 of the Securities Act of 1933 as Exhibit 99.1 to Amendment No. 5.

Part II, Item 15. Recent Sales of Unregistered Securities, page II-2

2.              Please indicate the section of the Securities Act or the rule of the Commission under which exemption from registration was claimed. Please refer to Item 701 of Regulation S-K.

Response:

The Company respectfully acknowledges the Staff’s comment and in response has revised the disclosure on page II-2 of Amendment No. 5 to indicate that the issuances of restricted stock described in Item 15 were exempt from registration under the Securities Act pursuant to Section 4(a)(2) under the Securities Act, relating to transactions by an issuer not involving any public offering.

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible.  Please do not hesitate to contact me at 212-906-1284 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.

Sincerely,

/s/   Kirk A. Davenport II

Kirk   A. Davenport II

of   LATHAM & WATKINS LLP

Enclosures

cc: (via email)

Terry McNew, President and Chief Executive Officer, MCBC Holdings, Inc.

Frank J. Lopez, Esq., Proskauer Rose LLP

Robin Feiner, Esq., Proskauer Rose LLP

2

July 14 , 201 5

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

Re: MCBC Holdings, Inc.
  Amendment No. 4 to Re gistration Statement on Form  S-1
Filed  July 7, 2015
  File No.  333-203815

Dear Mr. McNew:

We have reviewed your amended 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 providing 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 the information you
provide in response to these comments, we may have additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our July 2, 2015  letter .

General

1. We note your response to our prior comment 1.  P lease file a consent for Mr. Campion .
Please refer to Rule 438 under the Securities Act of 1933.

Part II, Item 15 . Recent Sales of Unregistered Securities,  page II -2

2. Please indicate the section of the Securities Act or the rule of the Commission under
which exemption from registration was claimed.  Please refer to Item 701 of Regulation
S-K.

Terry McNew
MCBC Holdings , Inc.
July 14 , 201 5
Page 2

 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.

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MCBC Holdings, Inc.

100 Cherokee Cove Drive

Vonore, Tennessee 37885

July 14, 2015

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

Attention: Ada D. Sarmento

Re:                             MCBC Holdings, Inc.

Registration Statement on Form S-1
 File No. 333-203815

Dear Ms. Sarmento,

In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File No. 333-203815) (the “Registration Statement”) of MCBC Holdings, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 3:00 p.m., Eastern Time, on July 16, 2015, or as soon as practicable thereafter.  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Kirk A. Davenport at (212) 906-1284.

The Company acknowledges the following:

·             should the Securities and Exchange Commission (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 responsibility 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.

In addition, the Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

Thank you for your assistance in this matter.

Very truly yours,

MCBC Holdings, Inc.

By:

/s/   Timothy M. Oxley

Timothy M. Oxley

Chief Financial Officer

cc:                                Terry D. McNew, Chief Executive Officer, MCBC Holdings, Inc.
 Kirk A. Davenport, Esq., Latham & Watkins LLP
 Dennis D. Lamont, Esq., Latham & Watkins LLP

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July 14, 2015

VIA ELECTRONIC TRANSMISSION AND EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

Re:

MCBC   Holdings, Inc.

Registration   Statement on Form S-1 (File No. 333-203815)

Acceleration Request:

Requested Date: July 16, 2015

Requested Time: 3:00 PM Eastern Time

July 14, 2015

Re:

MCBC   Holdings, Inc.

Registration   Statement Filed on Form S-1

Registration   No. 333-203815

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise that between July 7, 2015 and the date hereof the number of Preliminary Prospectuses dated July 7, 2015, which were furnished to five prospective underwriters and distributed to underwriters, institutional investors, individuals, dealers, brokers and others was approximately 3,420.

We, the undersigned, as representatives of the several underwriters, have and will, and we have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:00 p.m., Eastern time, on July 16, 2015 or as soon thereafter as practicable.

[Signature Pages Follow]

Very truly yours,

ROBERT W. BAIRD & CO. INCORPORATED

RAYMOND JAMES & ASSOCIATES, INC.

As Representatives of the several Underwriters

BY: ROBERT W. BAIRD & CO. INCORPORATED

By:

/s/   Kurt M. Roth

Name:

Kurt   M. Roth

Title:

Managing   Director

By: RAYMOND JAMES & ASSOCIATES, INC.

By:

/s/   Justin Roman

Name:

Justin   Roman

Title:

Senior   Vice President

[Underwriter Signature Page to Acceleration Request]

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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

July 7,   2015

Century City

Orange County

Chicago

Paris

Dubai

Riyadh

Düsseldorf

Rome

Frankfurt

San Diego

Hamburg

San Francisco

VIA EDGAR AND OVERNIGHT DELIVERY

Hong Kong

Shanghai

Houston

Silicon Valley

Division   of Corporation Finance

London

Singapore

United   States Securities and Exchange Commission

Los Angeles

Tokyo

100 F Street, N.E.

Madrid

Washington, D.C.

Washington, D.C. 20549

Attention: Justin Dobbie

Re:                             MCBC Holdings, Inc.
 Registration Statement on Form S-1
 Filed May 1, 2015
 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”).  This letter responds to the comment letter, dated July 2, 2015, from the staff of the Securities and Exchange Commission (the “Staff”) to Terry McNew, the Company’s President and Chief Executive Officer, regarding Amendment No. 3 (“Amendment No. 3”) to the above-captioned Registration Statement, which was initially filed with the Commission on May 1, 2015 (the “Initial Filing”).  The responses provided in this letter are based on information provided to Latham & Watkins LLP by the Company. The Company expects to file Amendment No. 4 to the Registration Statement (“Amendment No. 4”) today.

In this letter, the numbered paragraphs below set forth the Staff’s comments in italics, followed by the Company’s responses.  Unless otherwise indicated, capitalized terms used in this letter have the meanings assigned to them in the Registration Statement.

Signatures, page II-4

1.              Please have Mr. Campion sign the registration statement. We note that he did not sign the initial filing on May 1, 2015 that included the power of attorney.

Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that Mr. Campion is expected to join its board of directors after and conditioned on, the consummation of the offering.  As a result, Mr. Campion is not currently a member of the Company’s board of directors and the Company has revised page II-4 to remove Mr. Campion’s signature line.

Exhibits

2.              Please refile a legible copy of Exhibit 10.3.

Response:

The Company respectfully acknowledges the Staff’s comment and has refiled a legible copy of Exhibit 10.3 as requested with Amendment No. 4 to the Registration Statement.

3.              We note your disclosure that the company entered into new employment agreements with each of the named executive officers effective as of July 1, 2015. Please refile exhibits 10.14, 10.15 and 10.16 to include the conformed signatures for each of the new employment agreements.

Response:

The Company respectfully acknowledges the Staff’s comment and has refiled the new employment agreements as Exhibits 10.14, 10.15 and 10.16 with conformed signatures for each of the named executive officers with Amendment No. 4 to the Registration Statement.

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at 212-906-1284 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.

Sincerely,

/s/   Kirk A. Davenport II

Kirk   A. Davenport II

of   LATHAM & WATKINS LLP

Enclosures

cc:   (via email)

Terry McNew, President and Chief Executive   Officer, MCBC Holdings, Inc.

Frank   J. Lopez, Esq., Proskauer Rose LLP

Robin   Feiner, Esq., Proskauer Rose LLP

2

July 2 , 201 5

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

Re: MCBC Holdings , Inc.
  Amendment No. 3  to Registration Statement on Form  S-1
Filed  June  25, 201 5
  File No.  333-203815

Dear Mr. McNew :

We have reviewed your amended 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 providing 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 the information you
provide in response to these comments, we may have additional commen ts.

Signatures, page II -4

1. Please have Mr. Campion sign the regis tration statement.  We note that he did not sign
the initial filing on May 1, 2015 that included the power of attorney.

Exhibits

2. Please refile a legible copy of Exhibit 10.3.

3. We note your disclosure that the company entered into new employment agreement s with
each of the named executive officers effective as of July 1, 2015.  Please refile exhibits
10.14, 10.15 and 10.16 to include the conformed signatures for each of the new
employment agreements.

Terry McNew
MCBC Holdings , Inc.
July 2 , 201 5
Page 2

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.

CORRESP
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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

CORRESP
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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

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.

June 22, 2015

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Justin Dobbie

Re:                             MCBC Holdings, Inc.
 Registration Statement on Form S-1
 Filed May 1, 2015
 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”).  This letter  responds to the comment letter, dated June 18, 2015, from the staff of the Securities and Exchange Commission (the “Staff”) to Terry McNew, the Company’s President and Chief Executive Officer, regarding Amendment No. 1 (“Amendment No. 1”) to the above-captioned Registration Statement, which was initially filed with the Commission on May 1, 2015 (the “Initial Filing”).  The responses provided in this letter are based on information provided to Latham & Watkins LLP by the Company. The Company expects to file Amendment No. 2 to the Registration Statement  (“Amendment No. 2”) later this week. Because of the commercially sensitive nature of the information contained herein, this submission is accompanied by the Company’s request for confidential treatment of selected portions of this letter pursuant to Rule 83 of the Securities and Exchange Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. A redacted letter has been filed on EDGAR, omitting the confidential information contained in the letter.

For the convenience of the Staff, we are providing to the Staff copies of this letter by hand delivery. In this letter, the numbered paragraphs below set forth the Staff’s comments in italics, followed by the Company’s responses.  Unless otherwise indicated, capitalized terms used in this letter have the meanings assigned to them in the Registration Statement.

CONFIDENTIAL   TREATMENT HAS BEEN REQUESTED BY MCBC HOLDINGS, INC.

Principal Stockholders, page 106

1.              We note your response to our prior comment 12. Please identify the individual or individuals at Wayzata Investment Partners who have voting and dispositive power with respect to the shares held by Wayzata. If the individual would be Mr. Halloran, please revise your disclosure to make that clear.

Response:

The Company respectfully acknowledges the Staff’s comment and will revise the disclosure in footnote 2 on page 107 to clarify that Mr. Halloran has voting and dispositive power with respect to the shares held by Wayzata. The revised disclosure will be included in Amendment No. 2.

Notes to the Consolidated Financial Statements

Note 12. Income taxes, page F-24

2.              We note your response to comment 18 in your response letter dated June 5, 2015 in which you state as of June 30, 2014, you emerged from a three-year cumulative loss after adjusting historic income for the disposition of the Hydra-Sport division and nonrecurring impairment charges. Please tell us why you believe these adjustments are aberrations rather than continuing events. Please refer to ASC 740-10-30-22(c). Further, please tell us and quantify the components that are included in the adjustment for the “disposition of Hydra-Sport division” and non-recurring impairment charges.

Response:

The Company respectfully acknowledges the Staff’s comment. As disclosed on page 61, Management Discussion and Analysis — Income Taxes, significant judgment is required in determining any valuation allowance recorded against deferred tax assets. ASC 740-10-30-21 requires the Company to consider all negative and positive evidence in evaluating the need for a valuation allowance. ASC 740-1-30-21 states that cumulative losses are one category of negative evidence that should be considered in this analysis. While the term “cumulative losses” is not defined, a “three-year” convention is commonly used, in part, as a result of proposed guidance in the Exposure Draft on FASB Statement No. 109. The Company considered its three-year cumulative pre-tax loss as a piece of significant negative evidence in its determination of the valuation allowance. In keeping with ASC 740-10-30-17, the Company also considered all other additional forms of evidence based on the weight of such evidence as determined by its judgment. Available positive evidence included a three-year history of income from continuing operations as of June 30, 2014, a trend of increased profitability in the most recent years, and a forecast of future income. Because forecasted income is subjective, historic earnings adjusted for non-recurring items was considered to be an objective basis for forecasting future income. In accordance with ASC 740-10-30-22(c), positive evidence

CONFIDENTIAL   TREATMENT HAS BEEN REQUESTED BY MCBC HOLDINGS, INC.

2

includes a strong earnings history exclusive of the loss that created the future deductible amount (tax loss carryforward or deductible temporary difference) coupled with evidence indicating that the loss (for example, an unusual, infrequent, or extraordinary item) is an aberration rather than a continuing condition. As of June 30, 2014, the Company had a history of positive earnings exclusive of discontinued operations and non-recurring items.

The components included in the disposition of the assets related to the Hydra-Sport division and non-recurring expenses are detailed below. The $5.9 million non-recurring expenses recorded in fiscal June 30, 2012, include a trade name impairment charge of $5.2 million and a loss on disposal of the Hydra-Sport division of $0.7 million. The trade name impairment included a $2.2 million impairment of the Hydra-Sports trade name and a $3.0 million impairment of the MasterCraft trade name. The Hydra-Sports operating losses and impairments were considered non-recurring items at June 30, 2014, due to the decision to exit that business and the related disposition of the assets of that division on June 30, 2012. As part of the terms of the sale, the Company agreed to manufacture a specific number of Hydra-Sports models at a specific price for a three-year term ending July 1, 2015. The Company sold 49 and 50 Hydra-Sports boats under this contract in fiscal 2013 and fiscal 2014, respectively, and realized a profit on this arrangement of $2.2 million and $2.7 million in fiscal 2013 and fiscal 2014, respectively. The MasterCraft trade name impairment was considered non-recurring due to the unusually severe nature of the economic recession that gave rise to this impairment. The trade name was recorded in acquisition accounting in fiscal 2009, and the 2012 impairment was the only impairment recorded through fiscal year ended June 30, 2014. The Company’s improved performance in fiscal years June 30, 2013 and 2014, along with the forecast of future income and improved U.S. economic conditions, contributed to the Company’s determination that the impairments were not expected to recur in the near term.

(in thousands)

Net Income
   (Loss) Before
   Taxes

Hydra-Sports
   Discontinued
   Operations

Trade Name
   Impairment

Adjusted Net
   Income (Loss)
   Before Taxes

June 30, 2011

$

(9,269

)

$

1,153

—

$

(9,495

)

June 30, 2012

$

(18,383

)

$

6,289

$

5,900

$

(6,194

)

June 30, 2013

$

2,047

—

—

$

2,047

June 30, 2014

$

9,026

—

—

$

9,026

Cumulative for three-year period ended June 30,   2013

$

(25,605

)

$

7,442

$

5,900

$

(13,642

)

Cumulative for three-year period ended June 30,   2014

$

(7,310

)

$

6,289

$

5,900

$

4,879

CONFIDENTIAL   TREATMENT HAS BEEN REQUESTED BY MCBC HOLDINGS, INC.

3

Note 18. Segment Information, page F-32

3.              We note your response to comment 21 and your chief operating decision makers (“CODM”) are your Chief Executive Officer, Chief Financial Officer and Chief Operations Officer. We also note you do not consider the MasterCraft NXT product line as an operating segment because the CODM do not review the results of the MasterCraft NXT product line performance or allocate resources with respect to such product line independently from the remainder of the MasterCraft model portfolio.

In order to better understand your conclusion in light of the apparent different customer market the MasterCraft NXT product line plans to target, please address the following additional comments:

·                  Please tell us the nature of the financial information available for the MasterCraft NXT product line;

·                  Please describe your organizational structure. In this regard, please:

·                  Tell us the titles and roles of the individuals who report to your CODM.

·                  Please explain to us how the product lines, particularly the MasterCraft NXT product line, are managed and identify for us the individuals considered product line and segment managers and to whom they report;

·                  Please tell us what type of financial information is reviewed by the CODM on a periodic basis. As part of your response, please provide us a copy of the report reviewed by the CODM, and provide us the following information:

·                  The frequency of meetings between segment managers, product line managers and the CODM;

·                  The nature of the resource allocation and performance assessment decisions the CODM makes, including examples to illustrate the description;

·                  The basis on which segment managers and product line managers are compensated (i.e. fixed salary, bonus based on performance of product, etc.);

·                  How budgets are developed and the nature of information reviewed and approved at each level of the process; and

·                  The process or discussions that occur when actual amounts fall short or exceed budgets.

·                  Additionally, please advise us of the amount of revenues and gross profit generated by MasterCraft NXT product line for the fiscal year ended June 30, 2014 and for nine month period ended March 29, 2015.

CONFIDENTIAL   TREATMENT HAS BEEN REQUESTED BY MCBC HOLDINGS, INC.

4

Response:

The Company respectfully acknowledges the Staff’s comment and has provided the requested information below.

Nature of Financial Information Available for the MasterCraft NXT Product Line

The Company respectfully advises the Staff that it does not prepare financial statements disaggregated by product lines. The Company does prepare and review limited financial information for each model to determine each model’s relative contribution to the Company’s overall performance as well as for purposes of determining annual price increases. This information primarily consists of unit volume and gross sales. The information does not include separate profitability metrics by product line because dealer discounts, which are determined for each dealer based on total unit volume for that dealer and are required to determine net sales, cannot be allocated by product line. Similarly, manufacturing costs are allocated across all models based on the amount of direct labor attributable to each model, and are not specifically attributable to individual product lines or models.

Organizational Structure

Titles and Roles of Persons who Report to the CODM

The Company respectfully advises the Staff that titles and roles of the individuals reporting to Terry McNew, the Company’s President and Chief Executive Officer are the Chief Operating Officer, the International Business Director, the Executive Secretary, the Chief Information Officer, the Chief Financial Officer, the Vice President of Sales and Marketing for North American and the Vice President of Human Resources.  The titles and roles of the individuals reporting to Shane Chittum, the Company’s Chief Operating Officer are the Director of Engineering, the Senior Supply Quality Engineer, the Director of Manufacturing, the Director of Customer Service, the Sourcing Manager, the Environmental Compliance Officer and the Hydra Manager.  The titles and roles of the individuals reporting to Timothy Oxley, the Company’s Chief Financial Officer, are the Controller and the Director of Planning and Analysis.  Each of the above referenced individuals, other than the Hydra Manager, performs his/her functions on a Company wide basis, and with respect to the Company’s entire product portfolio. Except in the case of Hydra Manager, there are no direct reports to any of our CODMs whose responsibilities are determined by reference to individual product lines.

Management of Product Lines

The Company respectfully advises the Staff that it manages its business, including each of its product lines, on a consolidated basis without separate persons or structures assigned to a single product line.   The Company further advises the Staff that it does not employ any segment or product line managers, except for one manager of the Company’s Hydra-Sports segment.

CONFIDENTIAL   TREATMENT HAS BEEN REQUESTED BY MCBC HOLDINGS, INC.

5

Financial Information Reviewed by the Company’s CODM

The Company respectfully advises the Staff that its CODMs review a consolidated statement of operations and a consolidated cash flow statement, in each case with respect to the entire Company as well as a consolidated statement of operations for each of the MasterCraft and Hydra-Sports segments on a monthly basis.  The only information reviewed by product line or model on a monthly basis is unit volume.

The Company has provided the March 2015 Management Reporting Package as Schedule A to this letter. This package is representative of what is routinely reviewed by the Company’s CODMs and Board of Directors.  As the Staff will note, the only segment information contained in the package relates to MasterCraft and  Hydra-Sports, the Company’s only reporting segments.

Frequency of Meetings between Segment Managers, Product Line Managers, and the CODM

The Company respectfully advises the Staff that, as the Company does not have a segment manager or any product line managers for its MasterCraft segment. The only such meetings are with the Hydra-Sports Manager, which occur on a weekly basis.

Nature of the Resource Allocation and Performance Assessment Decisions the CODM Makes

The Company’s CODMs are responsible for evaluating the Company’s performance and making decisions related to the allocation of resources for the Company as a whole. The nature of resource allocation decisions includes decisions with respect to labor, supplies, and the nature of performance assessment decisions includes measures such as the Company’s net sales, unit volume, and Adjusted EBITDA. An example of a resource allocation decision would be the addition of an additional shift on the factory to make up for lost production due to adverse weather and an example of a performance assessment decision would be the Company’s adjustment of model prices on an annual basis.

Basis on which Segment Managers and Product Line Managers are Compensated

As previously noted above, the Company respectfully advises the Staff that the Company has no product line managers and that the Company’s only segment manager is the Hydra-Sports Manager.  The Hydra-Sports Manager is eligible to receive an annual bonus based on the performance of the Comp

June 18, 201 5

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

Re: MCBC Holdings , Inc.
  Amendment No. 1 to  Registration Statement on Form  S-1
Filed  June  5, 201 5
  File No.  333-203815

Dear Mr. McNew :

We have reviewed your amended 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 providing 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 the information you
provide in response to these comments, we may have additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our May 28, 2015  letter .

Principal Stockholders, page 106

1. We note your response to our prior comment 12.  Please identify the individual or
individuals at Wayzata Investment Partners who have voting and dispositive power with
respect to t he shares held by Wayzata .  If the individual  would be Mr. Halloran, please
revise your disclosure to make that clear .

Terry McNew
MCBC Holdings , Inc.
June 18, 201 5
Page 2

 Notes to the Consolidated Financial Statements

Note 12. Income taxes, page F -24

2. We note your response to comment 18 in your response letter dated June 5, 2015 in
which you state as of June 30, 2014, you emerged from a three -year cumulative loss after
adjusting historic income for the disposition of the Hydra -Sport division and
nonrecurring impairment charges.  Please tell us wh y you believe these adjustments are
aberrations rather than continuing events.  Please refer to ASC 740 -10-30-22(c).  Further,
please tell us and quantify the components that are included in the adjustment for the
“disposition of Hydra -Sport division” and non-recurring impairment charges.

Note 18. Segment Information, page F -32

3. We note your response to comment 21 and your chief operating decision makers
(“CODM”) are your Chief Executive Officer, Chief Financial Officer and Chief
Operations Officer. We also note you do not consider the Mastercraft NXT product line
as an operating segment because the CODM do not review the results of the Mastercraft
NXT product line performance or allocate resources with respect to such product line
independently from the remainder of the Mastercraft model portfolio.

In order to better understand your conclusion in light of the apparent different customer
market the Mastercraft NXT product line plans to target, please address the following
additional comments:

 Please tell us the nature of the financial information available for the Mastercraft
NXT product line;

 Please describe your organizational structure.   In this regard, please:

o Tell us the titles and roles of the individuals who report to your CODM.
o Please explain to us how the product lines, particularly the Mastercraft NXT
product line,  are managed and identify for us the individuals considered product
line and segment managers and to whom they report;

 Please tell us what type of financial information is reviewed by the CODM on a
periodic basis. As part of your response, please provide us a copy of the report
reviewed by the CODM, and provide us the following information:

o The frequency of meetings between segment managers, product line managers
and the CODM;
o The nature of the resource allocation and performance assessment decisions the
CODM makes, including examples to illustrate the description;

Terry McNew
MCBC Holdings , Inc.
June 18, 201 5
Page 3

 o The basis on which segment managers and product line managers are
compensated (i.e. fixed salary, bonus based on p erformance of product, etc.);
o How budgets are developed and the nature of information reviewed and approved
at each level of the process; and
o The process or discussions that occur when actual amounts fall short or exceed
budgets.

 Additionally, please a dvise us of the amount of revenues and gross profit generated
by Mastercraft NXT product line for the fiscal year ended June 30, 2014 and for nine
month period ended March 29, 2015.

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.

CORRESP
1
filename1.htm

Kirk A. Davenport II

53rd at Third

Direct Dial: 212-906-1284

885 Third Avenue

kirk.davenport@lw.com

New York, New York 10022-4834

Tel: +1.212.906.1200    Fax: +1.212.751.4864

www.lw.com

FIRM / AFFILIATE OFFICES

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June   5, 2015

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United   States Securities and Exchange Commission

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Attention:   Justin Dobbie

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Washington, D.C.

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

Ladies and Gentlemen:

On behalf of our client, MCBC Holdings, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, please find enclosed for filing with the Securities and Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment No. 1”) to the above-captioned Registration Statement on Form S-1 (the “Registration Statement”), which was initially filed with the Commission on May 1, 2015 (the “Initial Filing”).

This amendment reflects certain revisions to the Initial Filing in response to the comment letter from the staff of the Commission (the “Staff”) to Terry McNew, the Company’s President and Chief Executive Officer, dated May 28, 2015.  The responses provided in this letter are based on information provided to Latham & Watkins LLP by the Company. For your convenience we are also providing five copies of Amendment No. 1, marked to show changes against the Initial Filing, in the traditional non-EDGAR format.

The numbered paragraphs below set forth the Staff’s comments in italics, followed by the Company’s responses.  Unless otherwise indicated, capitalized terms used in this letter have the meanings assigned to them in the Registration Statement.

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.

Response:

In response to the Staff’s comment, the Company has revised Amendment No. 1 to include the pictures and graphics that will be contained on the inside front and back covers of the prospectus.  The Company confirms that it will provide the Staff with mock-ups of any additional pages that include any pictures or graphics to be presented, and accompanying captions, if any.

2.              Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that 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.

                                                Response:

The Company respectfully advises the Staff that at this time neither it, nor anyone authorized on its behalf, has presented any written communications to potential investors.  The Company further advises the Staff that, if any such communications are presented to potential investors, it will supplementally provide the same to the Staff.

Prospectus Summary, page 1

3.              We note the references in the summary 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.

                                                Response:

The Company respectfully acknowledges the Staff’s comment and in response has revised the disclosure on pages 3, 4, 48, and 69 to clarify that the industry is recovering from the economic downturn that commenced in 2008 and to remove references to pent-up consumer demand.

Summary Historical Consolidated Financial Data, page 16

4.              We note your placeholder 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

2

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.

                                                Response:

The Company respectfully acknowledges the Staff’s comment and confirms to the Staff that 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 described in “Use of Proceeds.”

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.

                                                Response:

The Company respectfully acknowledges the Staff’s comment and in response has revised the disclosure on pages 18 and 46 to correctly label the change in common stock warrant fair value as a component of Adjusted EBITDA rather than EBITDA.

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.

                                                Response:

The Company respectfully acknowledges the Staff’s comment and submits that the contract with Ilmor is not required to be filed pursuant to Item 601(b)(10) of Regulation S-K because the agreement was entered into in the ordinary course of business.  Further, the contract does not come within any of the exceptions set out in Item 601(b)(10)(ii) of Regulation S-K.  The Company does not believe that its business is substantially dependent on this contract and believes that if needed, it could replace this contract with a contract with another engine supplier, including other suppliers it has utilized in the past.

3

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.

                                                Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 44, 45 and 46 to clarify which periods are unaudited.

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

Hydra-Sports, page 48

8.              We note 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 reportable 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.

                                                Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that all of the assets specifically identified with Hydra-Sports were sold to Hydra-Sports Custom Boats, LLC in June 2012. These assets included the Hydra-Sports trade name, tooling, certain machinery and finished goods. The Company has continued to produce Hydra-Sports boats under the manufacturing contract with Hydra-Sports Custom Boats, LLC using certain of the tooling and machinery assets sold to Hydra-Sports Custom Boats, LLC, which have remained in use by the Company at the Company’s manufacturing facility (and will remain in use by the Company for the duration of the manufacturing contract).  Upon the conclusion of the manufacturing contract on June 30, 2015, all of the assets sold to Hydra-Sports Custom Boats, LLC, will be transferred from the Company’s manufacturing facility to Hydra-Sports Custom Boats, LLC.

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.

Response:

The Company respectfully acknowledges the Staff’s comment and believes that the maximum obligations relating to its floor plan agreements are not required to be disclosed pursuant to Item 303(a)(5) of Regulation S-K because they are contingent

4

obligations and the Company is not contractually obligated to make any repurchases unless certain adverse conditions occur.  The Company further advises the Staff that its competitors do not disclose the maximum obligation amounts under their comparable floor plan arrangements in their Contractual Obligations tables.  However, the Company has revised the narrative disclosure on page 59 to add a cross-reference to the discussion of this contingent liability in Note 14 to its Consolidated Financial Statements, Commitments and Contingencies on page F-29.

10.       Please revise to include estimated 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 amounts 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 Commission’s Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations, SEC Release No. 33-8350, issued December 19, 2003.

                                                Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 59.

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.

                                                Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 83 to clarify the relevance of the terms “CSI Customer Satisfaction” and “Kaizen.”

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.

                                                Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 107 to provide the requested information with respect to Wayzata.

5

The Company advises the Staff that it has been unable to determine the individuals who have voting and dispositive power with respect to the shares held by MCBC Acquisition LLC, but that it will continue to attempt to do so and will provide the requested information in a future amendment to the Registration Statement if it is able to obtain it.

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

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

                                                Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 120.

Consolidated Statements of Cash Flows, page 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 to your cash flow presentation.

                                                Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that its Consolidated Statements of Cash Flows does not include a line item for the effect of exchange rate changes on cash because such amounts are immaterial.  In each of fiscal 2012, fiscal 2013 and fiscal 2014 and the nine months ended March 29, 2015 and March 30, 2014, the loss or gain from exchange rate changes was less than $15,000.  In addition, the Company’s international operations have a limited contribution to its consolidated balance sheet, with approximately $150,000 of cash contained in its foreign subsidiary at any given time.

6

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.

                                                Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s international operations are primarily comprised of export sales from the U.S. to other countries throughout the world.  The Company invoices sales of its boats in U.S. dollars and therefore does not incur foreign currency risk. All manufacturing is in the U.S. and all boats are invoiced at the time they leave the Company’s shipping point in U.S. dollars.

While the majority of the Company’s international business is conducted from the U.S., the Company has a small parts warehouse in the U.K. for the purpose of providing parts and accessories primarily to independent boat dealers located in the European Union.  This parts warehouse, along with certain other international activities, is contained within the Company’s wholly owned subsidiary, MasterCraft Parts Ltd.  The Company has determined that the functional currency of MasterCraft Parts Ltd. is U.S. dollars.  Parts shipped from the Company’s U.S. warehouse to the Company’s facility in the U.K. are invoiced in U.S. dollars and invoices to dealers in the E.U. are also primarily denominated in U.S. dollars.  Although some invoices for retail customers and certain dealers located in the U.K. are in British Pounds Sterling, the majority of invoicing is in U.S. dollars.

Because most of the Company’s international business is transacted in U.S. dollars, foreign currency translation gains and losses are immaterial, for example totaling a gain of $28,476 in fiscal 2014.  Foreign currency translation gains and losses are non-cash and are reflected in operating expenses on the Company’s consolidated statement of operations. In addition, the Company’s international operations have a limited contribution to its consolidated balance sheet, with approximately $150,000 of cash and $400,000 of parts inventory contained in its foreign

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.