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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )

 

MCBC Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

55276F107

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

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

 

 

 

1

Names of Reporting Persons
Wayzata Investment Partners LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
9,717,149

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
9,717,149

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,717,149

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
54.0%

 

 

12

Type of Reporting Person
OO

 

1


 

CUSIP No. 55276F107

Schedule 13G

 

 

 

1

Names of Reporting Persons
Patrick J. Halloran

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
9,717,149

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
9,717,149

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,717,149

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
54.0%

 

 

12

Type of Reporting Person
IN

 

2


 

CUSIP No. 55276F107

Schedule 13G

 

 

 

1

Names of Reporting Persons
Wayzata Opportunities Fund II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
8,126,557

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
8,126,557

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,126,557

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
45.1%

 

 

12

Type of Reporting Person
PN

 

3


 

CUSIP No. 55276F107

Schedule 13G

 

 

 

1

Names of Reporting Persons
Wayzata Opportunities Fund Offshore II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
1,035,344

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,035,344

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,035,344

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
5.8%

 

 

12

Type of Reporting Person
PN

 

4


 

CUSIP No. 55276F107

Schedule 13G

 

 

 

1

Names of Reporting Persons
Wayzata Recovery Fund, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
555,248

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
555,248

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
555,248

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
3.1%

 

 

12

Type of Reporting Person
OO

 

5


 

CUSIP No. 55276F107

Schedule 13G

 

 

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. (“WOF II”);

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

(v)   Wayzata Recovery Fund, LLC (“WZRF”, and, together with WOF II and WOFO II, 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 WZRF are limited liability companies organized under the laws of the State of Delaware. WOF II is a limited partnership organized under the laws of the State of Delaware. WOFO II 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.

 

6


 

CUSIP No. 55276F107

Schedule 13G

 

 

Item 4.

Ownership

Ownership (a-c)

 

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2015, based upon 17,999,241 shares of the Issuer’s Common Stock outstanding as of November 2, 2015.

 

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

 

9,717,149

 

54.0

%

0

 

9,717,149

 

0

 

9,717,149

 

Patrick J. Halloran

 

9,717,149

 

54.0

%

0

 

9,717,149

 

0

 

9,717,149

 

Wayzata Opportunities Fund II, L.P.

 

8,126,557

 

45.1

%

0

 

8,126,557

 

0

 

8,126,557

 

Wayzata Opportunities Fund Offshore II, L.P.

 

1,035,344

 

5.8

%

0

 

1,035,344

 

0

 

1,035,344

 

Wayzata Recovery Fund, LLC

 

555,248

 

3.1

%

0

 

555,248

 

0

 

555,248

 

 

WOF II, WOFO II and WZRF are the record holders of 8,126,557, 1,035,344 and 555,248 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.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

7


 

CUSIP No. 55276F107

Schedule 13G

 

 

Item 10.

Certification

 

Not applicable.

 

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 16, 2016

 

 

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/ Patrick J. Halloran

 

Name:

Patrick J. Halloran

 

Title:

Authorized Signatory

 

 

 

WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P.

 

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

 

 

 

 

 

By:

/s/ Patrick J. Halloran

 

Name:

Patrick J. Halloran

 

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

 

8


 

CUSIP No. 55276F107

Schedule 13G

 

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99

 

Joint Filing Agreement

 

9

Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of MCBC Holdings, Inc.  This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 16th day of February, 2016.

 

 

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/ Patrick J. Halloran

 

Name:

Patrick J. Halloran

 

Title:

Manager

 

 

 

 

WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P.

 

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

 

 

 

By:

/s/ Patrick J. Halloran

 

Name:

Patrick J. Halloran

 

Title:

Manager

 

 

 

 

WAYZATA RECOVERY FUND, LLC

 

By: Wayzata Investment Partners LLC, its Manager

 

 

 

By:

/s/ Patrick J. Halloran

 

Name:

Patrick J. Halloran

 

Title:

Manager