MasterCraft Boat Holdings, Inc. 8-K

What Happened
MasterCraft Boat Holdings, Inc. announced on February 5, 2026 that it entered into a definitive Agreement and Plan of Merger to combine with Marine Products Corporation in a two-step merger. Under the deal, each share of Marine Products common stock will receive 0.232 shares of MasterCraft common stock plus $2.43 cash at the first merger effective time. The agreement includes customary closing conditions (shareholder approvals, Nasdaq listing of MasterCraft shares to be issued, an S-4 registration statement, HSR clearance), an outside closing date of August 5, 2026 (extendable to November 5, 2026), and an $11.6 million termination fee in certain circumstances.

Key Details

• Merger consideration: 0.232 MasterCraft shares + $2.43 cash per share of Marine Products (stock-and-cash transaction).
• Governance & stockholder agreements: MasterCraft will expand its board from 7 to 10 and add Timothy Rollins, Callum Macgregor and Stephen Lewis; certain Marine Products stockholders (the “Specified Stockholders”) holding ~69.1% voting power agreed to vote in favor. Stockholders agreement includes lock-ups (50% six months, 50% one year) and nomination rights while specified ownership thresholds remain.
• Financing & covenants: MasterCraft amended its credit facility (Fifth Amendment) to permit the transaction, reduce revolver commitments to $75M, extend revolver maturity to 2031, add up to $100M accordion capacity, set a minimum interest coverage ratio of 3.00x, and retain the total net leverage covenant.
• Executive severance: On Feb 4, 2026 MasterCraft adopted an Executive Severance Plan covering CEO Bradley M. Nelson and other designated executives (including CFO W. Scott Kent); change-in-control severance provides 2.0x base salary for the CEO (1.5x for other executives) plus accelerated vesting and other benefits.

Why It Matters
This is a material acquisition announcement that will combine two boat-manufacturing companies through a mix of stock and cash, creating potential shareholder dilution and a cash funding requirement tied to the $2.43 per-share cash component. The deal requires multiple approvals (MasterCraft and Marine Products stockholder votes, SEC registration and Nasdaq listing, and antitrust clearance), so closing is not guaranteed and is subject to customary conditions and a definitive timeline. The credit amendment and registration/lock-up arrangements affect financing flexibility and near-term liquidity, while the severance plan and director nominations reflect governance and executive-pay changes investors should monitor.