UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

MCBC Holdings, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

55276F107

(CUSIP Number)

 

 

December 31, 2016

(Date of Event which Requires filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[    ]   Rule 13d-1(b)

[    ]   Rule 13d-1(c)

[ X]   Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 55276F107

Schedule 13G

Page 1 of 10

 

 

 

1

NAMES OF REPORTING PERSONS

 

Wayzata Investment Partners LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [  ]

(b) [  ]

3

SEC USE ONLY

 

 

4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

1,829,750

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

1,829,750

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,829,750

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.8%

12

TYPE OF REPORTING PERSON

 

OO

 



 

CUSIP No. 55276F107

Schedule 13G

Page 2 of 10

 

 

 

1

NAMES OF REPORTING PERSONS

 

Patrick J. Halloran

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [  ]

(b) [  ]

3

SEC USE ONLY

 

 

4

CITIZEN OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

1,829,750

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

1,829,750

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,829,750

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.8%

12

TYPE OF REPORTING PERSON

 

IN

 



 

CUSIP No. 55276F107

Schedule 13G

Page 3 of 10

 

 

 

1

NAMES OF REPORTING PERSONS

 

Wayzata Opportunities Fund II, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [  ]

(b) [  ]

3

SEC USE ONLY

 

 

4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

1,622,978

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

1,622,978

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,622,978

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.7%

12

TYPE OF REPORTING PERSON

 

PN

 



 

CUSIP No. 55276F107

Schedule 13G

Page 4 of 10

 

 

1

NAMES OF REPORTING PERSONS

 

Wayzata Opportunities Fund Offshore II, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [  ]

(b) [  ]

3

SEC USE ONLY

 

 

4

CITIZEN OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

206,772

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

206,772

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

206,772

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.1%

12

TYPE OF REPORTING PERSON

 

PN

 



 

CUSIP No. 55276F107

Schedule 13G

Page 5 of 10

 

 

1

NAMES OF REPORTING PERSONS

 

Wayzata Recovery Fund, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [  ]

(b) [  ]

3

SEC USE ONLY

 

 

4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0%

12

TYPE OF REPORTING PERSON

 

OO

 



 

CUSIP No. 55276F107

Schedule 13G

Page 6 of 10

 

ITEM 1.

(a)

Name of Issuer:

 

MCBC Holdings, Inc.   (the “Issuer”)

 

 

(b)

Address of Issuer’s Principal Executive Offices:

 

100 Cherokee Cove Drive,

Vonore, TN 37855

 

ITEM 2.

(a)

Name of Person Filing:

 

This statement is filed by:

(i)    Wayzata Investment Partners LLC (the “Investment Manager”);

(ii)   Patrick J. Halloran, an individual (“Mr. Halloran”);

(iii)  Wayzata Opportunities Fund II, L.P. (“Opportunities Fund II”);

(iv)  Wayzata Opportunities Fund Offshore II, L.P. (“Opportunities Offshore”); and

(v)   Wayzata Recovery Fund, LLC (“Recovery Fund”, and, together with Opportunities Fund II and Opportunities Offshore, the “Wayzata Funds”)

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

 

 

(b)

Address or Principal Business Office:

 

The business address of each of the Reporting Persons is 701 East Lake Street, Suite 300, Wayzata MN 55391.

 

 

(c)

Citizenship of each Reporting Person is:

 

The Investment Manager and Recovery Fund are limited liability companies organized under the laws of the State of Delaware. Opportunities Fund II is a limited partnership organized under the laws of the State of Delaware. Opportunities Offshore is a limited partnership organized under the laws of the Cayman Islands. Mr. Halloran is a United States citizen.

 

 

(d)

Title of Class of Securities:

 

Common Stock, $0.01 par value per share (“Common Stock”)

 

 

(e)

CUSIP Number:

 

55276F107

 

ITEM 3.

 

 

 

Not applicable.

 



 

CUSIP No. 55276F107

Schedule 13G

Page 7 of 10

 

ITEM 4.

Ownership

 

Ownership (a-c)

 

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2016, based upon 18,636,541 shares of the Issuer’s Common Stock outstanding as of December 15, 2016.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote or
to direct
the vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole
power to
dispose or
to direct
the
disposition
of:

 

Shared
power to
dispose or
to direct
the
disposition
of:

 

Wayzata Investment Partners LLC

 

1,829,750

 

9.8%

 

0

 

1,829,750

 

0

 

1,829,750

 

Patrick J. Halloran

 

1,829,750

 

9.8%

 

0

 

1,829,750

 

0

 

1,829,750

 

Wayzata Opportunities Fund II, L.P.

 

1,622,978

 

8.7%

 

0

 

1,622,978

 

0

 

1,622,978

 

Wayzata Opportunities Fund Offshore II, L.P.

 

206,772

 

1.1%

 

0

 

206,772

 

0

 

206,772

 

Wayzata Recovery Fund, LLC

 

0

 

0.0%

 

0

 

0

 

0

 

0

 

 

Opportunities Fund II, Opportunities Offshore and Recovery Fund are the record holders of 1,622,978, 206,772 and 0 shares of Common Stock, respectively. Mr. Halloran serves as the manager of the Investment Manager, which is the investment adviser to each of the Wayzata Funds. As a result, each of the Investment Manager and Mr. Halloran may be deemed to be the beneficial owner of the securities held of record by the Wayzata Funds.

 

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Common Stock owned by another Reporting Person.

 

ITEM 5.

Ownership of Five Percent or Less of a Class

 

Not applicable.

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group

 

Not applicable.

 



 

CUSIP No. 55276F107

Schedule 13G

Page 8 of 10

 

ITEM 9.

Notice of Dissolution of Group

 

Not applicable.

 

 

ITEM 10.

Certification

 

Not applicable.

 



 

CUSIP No. 55276F107

Schedule 13G

Page 9 of 10

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:   February 14, 2017

 

 

WAYZATA INVESTMENT PARTNERS LLC

 

 

 

 

 

By:

/s/ Patrick J. Halloran

 

 

Name:

Patrick J. Halloran

 

Title:

Manager

 

 

 

 

PATRICK J. HALLORAN

 

 

 

 

 

By:

/s/ Patrick J. Halloran

 

 

Name:

Patrick J. Halloran

 

 

 

 

WAYZATA OPPORTUNITIES FUND II, L.P.

 

By: WOF II GP, L.P., its General Partner

 

By: WOF II GP, LLC, its General Partner

 

 

 

 

 

By:

/s/ Mary Burns

 

 

Name:

Mary Burns

 

Title:

Authorized Signatory

 

 

 

 

WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P.

 

By: Wayzata Offshore GP II, LLC, its General Partner

 

 

 

 

 

By:

/s/ Mary Burns

 

 

Name:

Mary Burns

 

Title:

Authorized Signatory

 

 

 

 

WAYZATA RECOVERY FUND, LLC

 

By: Wayzata Investment Partners LLC, its Manager

 

 

 

 

 

By:

/s/ Patrick J. Halloran

 

 

Name:

Patrick J. Halloran

 

Title:

Manager

 



 

CUSIP No. 55276F107

Schedule 13G

Page 10 of 10

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99

 

Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 16, 2016).