Brunswick Corporation (NYSE:BC) announced that it has priced an offering of $350m aggregate principal amount (increased from $250m, previously announced) of 11.25 percent senior secured notes due 2016 at an issue price of 97.036 percent. The new notes will be issued 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 new notes will be secured by first-priority liens on Brunswick's headquarters and domestic retail bowling centers it owns, 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.
The sale of the new notes is expected to be consummated on Aug. 14, 2009, subject to customary closing conditions.
Brunswick intends to use the net proceeds from the private offering of the new notes primarily to fund its previously announced cash tender offer and consent solicitation for its outstanding 5 percent notes due 2011, on the terms and conditions set forth in the offer to purchase and consent solicitation statement dated Aug. 10, 2009, and related letter of transmittal. The tender offer is made only through, and pursuant to the terms of, the offer to purchase and the letter of transmittal. As of July 4, 2009, $150 million aggregate principal amount of the 2011 notes was outstanding. 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 indebtedness of Brunswick, including Brunswick's 11.75 percent senior notes due 2013.
Brunswick also announced that it has amended its revolving credit facility. The amendment increased the amount of permitted secured debt in connection with the refinancing of its 2013 notes as well as for general corporate purposes.
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.