Brunswick Corporation Announces Proposed Private Offering of $250 Million of Senior Secured Notes due 2016 and Cash Tender Offer and Consent Solicitation for its 5% Notes due 2011
LAKE FOREST, Ill., Aug. 10 /PRNewswire-FirstCall/ -- Brunswick Corporation (NYSE: BC) ("Brunswick") announced today its intent, subject to market and other conditions, to offer $250 million aggregate principal amount of senior secured notes due 2016 (the "New Notes") in a private offering to qualified institutional buyers in accordance with Rule 144A and to persons outside the U.S. pursuant to Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The New Notes will be secured by first-priority liens on Brunswick's headquarters and owned domestic retail bowling centers and by second-priority liens on substantially all of the assets that secure Brunswick's existing senior secured revolving credit facility on a first-priority lien basis.
Brunswick also announced that it has launched a cash tender offer and consent solicitation (the "Tender Offer") for any and all of its outstanding 5% Notes due 2011 (the "2011 Notes") on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated August 10, 2009 (the "Offer to Purchase") and related Letter of Transmittal (the "Letter of Transmittal"). As of July 4, 2009, $150 million aggregate principal amount of the 2011 Notes was outstanding.
The total consideration for the Tender Offer will consist of $970 of tender offer consideration and a consent payment of $30 per $1,000 principal amount of the 2011 Notes. The total consideration will only be paid to holders that validly tender and do not validly withdraw their tenders prior to 5:00 p.m., New York City time, on August 21, 2009 (the "Consent Payment Deadline"). The Tender Offer is scheduled to expire at 12:00 midnight New York City time, on September 4, 2009 (the "Expiration Date"), unless Brunswick chooses to extend or terminate the Tender Offer. Holders that tender and do not validly withdraw their tenders after the Consent Payment Deadline and prior to the Expiration Date will only be paid $970, the tender offer consideration. The Tender Offer is subject to the satisfaction of certain conditions, including Brunswick issuing indebtedness having an aggregate principal amount of at least $250 million in one or more debt financings on terms reasonably satisfactory to it and its receipt of valid tenders and consents from holders of not less than 66.67% in aggregate principal amount of the 2011 Notes.
Brunswick intends to use the net proceeds from the private offering of the New Notes primarily to fund the Tender Offer for the 2011 Notes. Any proceeds not used to fund the Tender Offer will be used for general corporate purposes, including the repurchase, redemption, defeasance or repayment of any 2011 Notes not purchased in the Tender Offer or the escrow of funds to repurchase, redeem, defease or repay any such 2011 Notes or to repurchase, redeem, defease or repay other long-term indebtedness of Brunswick, including Brunswick's 11.75% Senior Notes due 2013.
This news release is merely a notification of the Tender Offer and is not an offer to purchase the 2011 Notes. The Tender Offer is made only through and pursuant to the terms of the Offer to Purchase and the Letter of Transmittal. Holders of the 2011 Notes may obtain the Offer to Purchase and the Letter of Transmittal by contacting Global Bondholder Services, Attn: Corporate Actions, 65 Broadway - Suite 723, New York, New York 10006; Banks and Brokers call: (212) 430-3774; U.S. Toll free: (866) 389-1500.
The New Notes have not been and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
This news release does not and will not constitute an offer to sell or the solicitation of an offer to buy the New Notes or any other securities, nor shall there be any sale of the New Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Certain statements in this news release are forward looking as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about Brunswick's business. These statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this news release. These risks include, but are not limited to: the effect of the amount of disposable income available to consumers for discretionary purchases, and the level of consumer confidence on the demand for marine, fitness, billiards and bowling equipment, products and services; the ability to successfully complete restructuring efforts in the timeframe and cost anticipated; the ability to successfully complete the disposition of non-core assets; the effect of higher product prices due to technology changes and added product features and components on consumer demand; the effect of competition from other leisure pursuits on the level of participation in boating, fitness, bowling and billiards activities; the effect of interest rates and fuel prices on demand for marine products; the ability to successfully manage pipeline inventories; the financial strength of dealers, distributors and independent boat builders; the ability to maintain mutually beneficial relationships with dealers, distributors and independent boat builders; the ability to maintain effective distribution and to develop alternative distribution channels without disrupting incumbent distribution partners; the ability to maintain market share, particularly in high-margin products; the success of new product introductions; the ability to maintain product quality and service standards expected by customers; competitive pricing pressures; the ability to develop cost-effective product technologies that comply with regulatory requirements; the ability to transition and ramp up certain manufacturing operations within time and budgets allowed; the ability to successfully develop and distribute products differentiated for the global marketplace; shifts in currency exchange rates; adverse foreign economic conditions; the success of global sourcing and supply chain initiatives; the ability to obtain components and raw materials from suppliers; increased competition from Asian competitors; competition from new technologies; the ability to complete environmental remediation efforts and resolve claims and litigation at the cost estimated; and the effect of weather conditions on demand for marine products and retail bowling center revenues. Additional factors are included in the company's Annual Report on Form 10-K for 2008 and Quarterly Report on Form 10-Q for the quarter ended July 4, 2009. Such forward-looking statements speak only as of the date on which they are made and Brunswick does not undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date of this news release, or for changes made to this document by wire services or Internet service providers.
Headquartered in Lake Forest, Ill., Brunswick Corporation endeavors to instill "Genuine Ingenuity"(TM) in all its leading consumer brands, including Mercury and Mariner outboard engines; Mercury MerCruiser sterndrives and inboard engines; MotorGuide trolling motors; Attwood marine parts and accessories; Land 'N' Sea, Kellogg Marine, Diversified Marine and Benrock parts and accessories distributors; Arvor, Bayliner, Bermuda, Boston Whaler, Cabo Yachts, Crestliner, Cypress Cay, Harris, Hatteras, Kayot, Lowe, Lund, Maxum, Meridian, Ornvik, Princecraft, Quicksilver, Rayglass, Sea Ray, Sealine, Triton, Trophy, Uttern and Valiant boats; Life Fitness and Hammer Strength fitness equipment; Brunswick bowling centers, equipment and consumer products; Brunswick billiards tables and foosball tables. For more information, visit http://www.brunswick.com.
SOURCE Brunswick Corporation
Released August 10, 2009