Malibu Boats (MBUU) – Odd Lot Tender Offer – $70 potential

Current Price – $22.8

Offer Price – $21 - $23.5

Upside – 3% or $70 ( for odd lot holders, if the upper pricing limit is used)

Expiration date –  9 April 2015

SEC Filling

Summary:

We are conducting the Offer by means of a procedure commonly called a “modified Dutch auction.” Upon the terms and subject to the conditions of the Offer, we are offering to purchase for cash Shares and LLC Units pursuant to (i) Auction Tenders at prices specified by the tendering stockholders or unitholders, as the case may be, of not less than $21.00 nor greater than $23.50 per Share.

Assuming that the Offer is fully subscribed, the maximum of 3,333,333 Securities that the Company is offering to purchase under the Offer represents approximately 14.74% of the total number of Shares and LLC Units not held by the Company issued and outstanding as of March 12, 2015. Assuming that the Offer is fully subscribed, the minimum of 2,978,723 Securities that the Company is offering to purchase under the Offer represents approximately 13.17% of the total number of Shares and LLC Units not held by the Company issued and outstanding as of March 12, 2015.

 

No proration for Odd Lot holders:

First, all Securities owned in “odd lots” (less than 100 Shares or LLC Units), all of which have been validly tendered at or below the Purchase Price (and not validly withdrawn prior to the Expiration Time);

 

Source of Funds:

The Offer is subject to the Malibu Financing Condition. Assuming the Offer is fully subscribed, we expect the aggregate purchase price for the Securities, together with related fees and expenses, to be approximately $71.1 million. We also expect to incur approximately $1.1 million in fees and expenses related to the entering into of the Credit Agreement (as defined below). We plan to fund any purchase of Securities pursuant to the Offer, including the related fees and expenses, using funds borrowed by Malibu Boats, LLC, a wholly owned subsidiary of the LLC, under the term loan facility to be provided under the Credit Agreement of Malibu Boats, LLC.