UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 5, 2019
BRUNSWICK CORPORATION
(Exact Name of Registrant Specified in Charter)
Delaware
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001-01043
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36-0848180
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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26215 N. Riverwoods Blvd. Suite 500
Mettawa, Illinois
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60045-4811
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(Address of Principal Executive Office)
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(Zip Code)
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Registrant’s telephone number, including area code: (847) 735-4700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common stock, par value $0.75 per share
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BC
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New York Stock Exchange
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6.500% Senior Notes due 2048
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BC-A
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6.625% Senior Notes due 2049
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BC-B
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6.375% Senior Notes due 2049
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BC-C
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ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 5, 2019, Brunswick Corporation, a Delaware corporation (“Brunswick”) and Lumos International Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) having its seat in Amsterdam (“Purchaser”) entered into an Equity Purchase Agreement (the “Purchase
Agreement”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, Purchaser has agreed to acquire from Brunswick and certain of its wholly-owned subsidiaries, all of the issued and outstanding equity interests of
the companies (the “Transaction”) which together constitute Brunswick’s Fitness business (the “Fitness business”).
The purchase price to be paid to Brunswick in connection with the Transaction is $490 million in cash (the “Purchase Price”), subject to certain customary
adjustments as set forth in the Purchase Agreement.
The Purchase Agreement provides that completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among
other things, obtaining certain required antitrust approvals.
The Purchase Agreement contains customary representations, warranties and covenants related to the Fitness business and the Transaction. Between the date of
the Purchase Agreement and the completion of the Transaction, subject to certain exceptions, Brunswick will agree to cause its subsidiaries to operate the Fitness business in the ordinary course of business in substantially the same manner as
previously conducted and, among other things, to use reasonable best efforts to preserve substantially intact the business organizations, operations and goodwill of the Fitness business.
The Purchase Agreement includes customary termination provisions for both Brunswick and Purchaser. Both Brunswick and Purchaser will have the right to
terminate the Purchase Agreement if the closing has not occurred by September 5, 2019.
The representations and warranties of Brunswick and Purchaser contained in the Purchase Agreement have been made solely for the benefit of the parties to the
Purchase Agreement. In addition, such representations and warranties (a) have been made only for purposes of the Purchase Agreement, (b) have been qualified by confidential disclosures made to Purchaser in connection with the Purchase Agreement,
(c) are subject to materiality qualifications contained in the Purchase Agreement which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Purchase Agreement or such other date as is specified in
the Purchase Agreement, (e) have been included in the Purchase Agreement for the purpose of allocating risk between Brunswick and Purchaser rather than establishing matters as facts and (f) will not survive consummation of the Transaction.
Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding Brunswick or
Purchaser or their respective subsidiaries or businesses. Investors should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of Brunswick or Purchaser or any
of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not
be fully reflected in Brunswick’s public disclosures.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as
Exhibit 2.1 to this Form 8-K and is incorporated herein by reference.
ITEM 2.06 - MATERIAL IMPAIRMENTS.
Based on expected after-tax net sale proceeds of approximately $455 million to $465 million (which reflects transaction costs and the impact of certain
estimated assets and liabilities to be retained by Brunswick in connection with the Transaction), Brunswick expects to record a loss on the sale of its Fitness business currently estimated to be in the range of $55 million to $65 million in the
second quarter of 2019. The estimated range of losses includes cash expenditures of approximately $10 million to $15 million that Brunswick expects to incur in connection with the sale transaction. Such estimates are preliminary and subject to
change based on completion of Brunswick’s analysis.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No.
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Description of Exhibit
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*Schedules and exhibits to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish
copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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BRUNSWICK CORPORATION |
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Date: May 8, 2019
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By:
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/s/ Christopher F. Dekker |
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Name: Christopher F. Dekker |
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Title: Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
Exhibit No.
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Description of Exhibit
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2.1
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Equity Purchase Agreement, dated as of May 5, 2019, between Brunswick Corporation and Lumos International Holdings B.V.
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*Schedules and exhibits to the Purchase Agreement have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.