Brunswick Corporation Announces Modified Dutch Auction Tender Offer
Published September 3rd, 2009
Brunswick Corporation announced today that it has launched a cash tender offer (the “tender offer”) to purchase up to $75 million aggregate principal amount (the “tender cap”) of its outstanding 11.75 percent Senior Notes due 2013 (the “2013 notes”), on the terms and conditions set forth in an offer to purchase dated Sept. 2, 2009, and related letter of transmittal. As of July 4, 2009 (the end of Brunswick’s second fiscal quarter), 2013 notes in an aggregate principal amount of $250 million were outstanding.
The tender offer is scheduled to expire at midnight (EDT) on Sept. 30, 2009 (the “expiration date”), unless Brunswick chooses to extend or terminate the tender offer. The “early participation deadline” is 5 p.m. (EDT), on Wednesday, Sept. 16, 2009.
The total consideration for each $1,000 principal amount of 2013 notes validly tendered, and not validly withdrawn pursuant to the tender offer prior to the early participation deadline, and accepted for purchase by Brunswick will be equal to the “clearing price” determined as described below pursuant to a modified “Dutch Auction,” plus an “early participation payment” of $30. Holders who wish to receive the total consideration must validly tender, and not validly withdraw, their notes on or prior to the early participation deadline. Holders validly tendering their notes after the early participation deadline, and on or prior to the expiration date, will only be eligible to receive the tender offer consideration, which will be equal to the clearing price, and will not receive the early participation payment.
The tender offer is being conducted as a modified “Dutch Auction.” The prices specified by holders tendering their notes must be within a range between $930 and $990 per $1,000 principal amount of 2013 notes. The price specified by a holder is exclusive of any applicable early participation payment. Brunswick will accept 2013 notes validly tendered in the order of the lowest to the highest tender prices specified by tendering holders (in increments of $2.50), and will select the single lowest price (which will be the “clearing price”) per $1,000 principal amount of 2013 notes to enable Brunswick to purchase the principal amount of 2013 notes equal to the tender cap (or, if less than the tender cap are validly tendered, all 2013 notes so tendered). Brunswick will pay the same clearing price for all 2013 notes validly tendered at or below the clearing price and accepted for purchase in the tender offer.
If the aggregate amount of 2013 notes validly tendered at or below the clearing price and not validly withdrawn exceeds the tender cap, Brunswick will accept for purchase: first, all 2013 notes validly tendered at prices (in increments of $2.50) below the clearing price; thereafter, the 2013 notes validly tendered at the clearing price on a prorated basis according to the principal amount of such 2013 notes.
The 2013 notes tendered prior to the early participation deadline may be validly withdrawn at any time prior to the early participation deadline, but not thereafter, except as required by law. The 2013 notes tendered after the early participation deadline may not be withdrawn, except as required by law.
This tender offer is subject to the satisfaction of certain customary conditions, and is not conditioned on any minimum amount of 2013 notes being tendered.
