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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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):  August 11, 2021

BRUNSWICK CORPORATION

(Exact Name of Registrant Specified in Charter)

 

Registrant’s telephone number, including area code: (847) 735-4700

(Former Name or Former Address, if Changed Since Last Report)

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:

☐          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240, 14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240, 13e-4(c))

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, par value $0.75 per share		BC		New York Stock Exchange
				Chicago Stock Exchange
6.500% Senior Notes due 2048		BC-A		New York Stock Exchange
6.625% Senior Notes due 2049		BC-B		New York Stock Exchange
6.375% Senior Notes due 2049		BC-C		New York Stock Exchange

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 Exchange Act.   ☐

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Item 8.01.  Other Events.

On August 11, 2021, Brunswick Corporation (the “Company”) announced that its tender offers (the “Tender Offers”) to purchase for cash any and all of the Company’s outstanding 7.375% Debentures due 2023 (the “2023 Debentures”) and 7.125% Notes due 2027 (the “2027 Notes” and, together with the 2023 Debentures, the “Securities”) expired at 5:00 p.m., New York City time, on August 10, 2021 (the “Expiration Date”).  These Tender Offers were made pursuant to an offer to purchase dated August 4, 2021 and related notice of guaranteed delivery, which set forth the terms and conditions of the Tender Offers (collectively, the “Tender Offer Documents”).

At the Expiration Date, $23,370,000 million of the $103,071,000 aggregate principal amount of outstanding 2023 Debentures and $2,482,000 million of the $163,265,000 aggregate principal amount of outstanding 2027 Notes were validly tendered and not validly withdrawn.  This amount excludes outstanding Securities tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents, which remain subject to the holders’ performance of the delivery requirements under such procedures.

The press release issued by the Company on August 11, 2021, announcing the expiration of the Tender Offers, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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