Corporate and Financial
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.
Forward-Looking Statements
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.
About Brunswick
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
CONTACT: Bruce J. Byots, Vice President - Corporate and Investor
Relations of Brunswick Corporation, +1-847-735-4612,
bruce.byots@brunswick.com
Web Site: http://www.brunswick.com
