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).
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CUSIP No. 55276F107 |
Schedule 13G |
Page 1 of 10
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1 |
NAMES OF REPORTING PERSONS
Wayzata Investment Partners LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ] (b) [ ] | |||
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3 |
SEC USE ONLY
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4 |
CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF |
5 |
SOLE VOTING POWER
0 |
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6 |
SHARED VOTING POWER
1,829,750 |
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7 |
SOLE DISPOSITIVE POWER
0 |
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8 |
SHARED DISPOSITIVE POWER
1,829,750 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,750 | ||||
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | ||||
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8% | ||||
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12 |
TYPE OF REPORTING PERSON
OO | ||||
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CUSIP No. 55276F107 |
Schedule 13G |
Page 2 of 10
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1 |
NAMES OF REPORTING PERSONS
Patrick J. Halloran
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ] (b) [ ] | |||
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3 |
SEC USE ONLY
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4 |
CITIZEN OR PLACE OF ORGANIZATION
United States
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NUMBER OF |
5 |
SOLE VOTING POWER
0 |
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6 |
SHARED VOTING POWER
1,829,750 |
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7 |
SOLE DISPOSITIVE POWER
0 |
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8 |
SHARED DISPOSITIVE POWER
1,829,750 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,750 | ||||
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | ||||
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8% | ||||
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12 |
TYPE OF REPORTING PERSON
IN | ||||
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CUSIP No. 55276F107 |
Schedule 13G |
Page 3 of 10
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1 |
NAMES OF REPORTING PERSONS
Wayzata Opportunities Fund II, L.P.
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ] (b) [ ] | |||
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3 |
SEC USE ONLY
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4 |
CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF |
5 |
SOLE VOTING POWER
0 |
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6 |
SHARED VOTING POWER
1,622,978 |
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7 |
SOLE DISPOSITIVE POWER
0 |
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8 |
SHARED DISPOSITIVE POWER
1,622,978 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,622,978 | ||||
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | ||||
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7% | ||||
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12 |
TYPE OF REPORTING PERSON
PN | ||||
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CUSIP No. 55276F107 |
Schedule 13G |
Page 4 of 10 |
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1 |
NAMES OF REPORTING PERSONS
Wayzata Opportunities Fund Offshore II, L.P.
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ] (b) [ ] | |||
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3 |
SEC USE ONLY
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4 |
CITIZEN OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF |
5 |
SOLE VOTING POWER
0 |
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6 |
SHARED VOTING POWER
206,772 |
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7 |
SOLE DISPOSITIVE POWER
0 |
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8 |
SHARED DISPOSITIVE POWER
206,772 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,772 | ||||
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | ||||
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1% | ||||
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12 |
TYPE OF REPORTING PERSON
PN | ||||
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CUSIP No. 55276F107 |
Schedule 13G |
Page 5 of 10 |
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1 |
NAMES OF REPORTING PERSONS
Wayzata Recovery Fund, LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ] (b) [ ] | |||
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3 |
SEC USE ONLY
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4 |
CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF |
5 |
SOLE VOTING POWER
0 |
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6 |
SHARED VOTING POWER
0 |
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7 |
SOLE DISPOSITIVE POWER
0 |
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8 |
SHARED DISPOSITIVE POWER
0 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | ||||
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | ||||
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | ||||
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12 |
TYPE OF REPORTING PERSON
OO | ||||
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CUSIP No. 55276F107 |
Schedule 13G |
Page 6 of 10 |
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ITEM 1. |
(a) |
Name of Issuer:
MCBC Holdings, Inc. (the “Issuer”)
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(b) |
Address of Issuer’s Principal Executive Offices:
100 Cherokee Cove Drive, Vonore, TN 37855 | |
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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.”
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(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.
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(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.
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(d) |
Title of Class of Securities:
Common Stock, $0.01 par value per share (“Common Stock”)
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(e) |
CUSIP Number:
55276F107
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ITEM 3. |
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Not applicable. | ||
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CUSIP No. 55276F107 |
Schedule 13G |
Page 7 of 10 |
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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.
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Reporting Person |
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Amount |
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Percent |
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Sole |
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Shared |
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Sole |
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Shared |
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Wayzata Investment Partners LLC |
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1,829,750 |
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9.8% |
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0 |
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1,829,750 |
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0 |
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1,829,750 |
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Patrick J. Halloran |
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1,829,750 |
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9.8% |
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0 |
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1,829,750 |
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0 |
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1,829,750 |
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Wayzata Opportunities Fund II, L.P. |
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1,622,978 |
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8.7% |
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0 |
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1,622,978 |
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0 |
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1,622,978 |
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Wayzata Opportunities Fund Offshore II, L.P. |
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206,772 |
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1.1% |
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0 |
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206,772 |
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0 |
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206,772 |
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Wayzata Recovery Fund, LLC |
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0 |
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0.0% |
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0 |
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0 |
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0 |
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0 |
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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.
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ITEM 5. |
Ownership of Five Percent or Less of a Class |
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Not applicable. | |
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ITEM 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable. | |
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ITEM 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
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Not applicable. | |
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ITEM 8. |
Identification and Classification of Members of the Group |
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Not applicable. | |
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CUSIP No. 55276F107 |
Schedule 13G |
Page 8 of 10 |
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ITEM 9. |
Notice of Dissolution of Group |
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Not applicable. | |
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ITEM 10. |
Certification |
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Not applicable. | |
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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
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WAYZATA INVESTMENT PARTNERS LLC | |||
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By: |
/s/ Patrick J. Halloran |
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Name: |
Patrick J. Halloran | ||
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Title: |
Manager | ||
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PATRICK J. HALLORAN | |||
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By: |
/s/ Patrick J. Halloran |
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Name: |
Patrick J. Halloran | ||
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WAYZATA OPPORTUNITIES FUND II, L.P. | |||
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By: WOF II GP, L.P., its General Partner | |||
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By: WOF II GP, LLC, its General Partner | |||
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By: |
/s/ Mary Burns |
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Name: |
Mary Burns | ||
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Title: |
Authorized Signatory | ||
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WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P. | |||
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By: Wayzata Offshore GP II, LLC, its General Partner | |||
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By: |
/s/ Mary Burns |
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Name: |
Mary Burns | ||
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Title: |
Authorized Signatory | ||
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WAYZATA RECOVERY FUND, LLC | |||
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By: Wayzata Investment Partners LLC, its Manager | |||
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By: |
/s/ Patrick J. Halloran |
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Name: |
Patrick J. Halloran | ||
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Title: |
Manager | ||
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CUSIP No. 55276F107 |
Schedule 13G |
Page 10 of 10 |
LIST OF EXHIBITS
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Exhibit No. |
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Description |
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99 |
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Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 16, 2016). |