Malibu Boats Holdings, LLC

election_required = True...proration? If you own, beneficially or of record, fewer than 100 Shares or LLC Units in the aggregate, you validly tender all of these Securities at or below the Purchase Price prior to the Expiration Time (and do not validly withdraw such Securities) and you complete the section entitled “Odd Lots” in the Letter of Transmittal, and all conditions to the Offer are satisfied or waived, we will purchase or cause to be purchased all of your Securities without subjecting them to proration. See Section 1. Can I conditionally tender my Securities? You may tender Shares and LLC Units subject to the condition that a specified minimum number of your Shares or LLC Units...

expiry = 2015-04-09...Than $70.0 Million at a Per Share or LLC Unit Purchase Price Not Less Than $21.00 Per Share or LLC Unit Nor Greater Than $23.50 Per Share or LLC Unit THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, APRIL 9, 2015, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”) OR TERMINATED. Malibu Boats, Inc., a Delaware corporation (the “Company”, “Malibu”, “we”, “our” or “us”), is offering to purchase for cash by...

listed = True...The Offer is not conditioned upon any minimum number of Shares or LLC Units being tendered. The Offer is, however, subject to a number of other terms and conditions, including the Malibu Financing Condition (as defined herein). See Section 7. Malibu’s Shares are listed on the NASDAQ Global Select Market (the “Nasdaq”) under the symbol “MBUU.” On March 12, 2015, the reported closing price of Malibu’s Shares was $21.69 per Share. The LLC Units are not publicly traded, however, pursuant to the exchange agreement dated as of February 5, 2014 entered into between the LLC and the pre-initial public offering owners (and certain permitted transf...

mechanism = DUTCH...9, 2015, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”) OR TERMINATED. Malibu Boats, Inc., a Delaware corporation (the “Company”, “Malibu”, “we”, “our” or “us”), is offering to purchase for cash by means of a “modified Dutch auction” tender offer (described below) (i) shares of Malibu Class A Common Stock (“Class A Common Stock”), par value $0.01 per share (the “Shares”) and (ii) limited liability company interests of Malibu Boats Holdings, LLC (the “LLC” with such limited liability company interests defined as the “LLC Units” and collectively with the Shares, the “...

price = USD 21.0-23.5...After the Expiration Time, we will, upon the terms and subject to the conditions of the Offer, determine a single price per Share or LLC Unit (the “Purchase Price”), which will be not less than $21.00 and not more than $23.50 per Share or LLC Unit that we will pay or cause to be paid for Securities validly tendered in the Offer and not validly withdrawn. The Purchase Price for each Share and LLC Unit will be the same. The Purchase Price will...

priority = True...uant to Purchase Price Tenders will receive the Purchase Price, payable in cash, without interest, but subject to any applicable withholding taxes, for all Shares and LLC Units purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tender described below. Under a Purchase Price Tender, Securities will be purchased, upon the terms and subject to the conditions of the Offer, at the Purchase Price. If you wish to maximize the chances that your Securities will be purchased by us in the Offer, you should validly tender your Securities pursuant...

threshold = 100...er of Securities, it is possible that none of those Securities will be purchased. Odd Lots. The term “odd lots” means all Securities validly tendered prior to the Expiration Time at prices at or below the Purchase Price and not validly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 Shares or LLC Units and so certified in the appropriate place on the Letter of Transmittal (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all Securities owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for payment before any proration of the pur...

txn_type = TENDER_OFFEREX-99.A.1.A 2 d888089dex99a1a.htm EXHIBIT (A)(1)(A) Exhibit (a)(1)(A) Exhibit (a)(1)(A) MALIBU BOATS, INC. Offer to Purchase for Cash Shares of Malibu Boats, Inc. Class A Common Stock and Limited Liability Company Interests of Malibu Boats Holdings, LLC for an Aggregate Purchase Price of Not More Than $70.0 Million at a Per Share or LLC Unit Purchase Price Not Less Than $21.00 Per Share or LLC Unit Nor Greater Than $23.50 Per Share or LLC Unit THE OFFER, WITHD...