Brunswick Corporation Announces Modified Dutch Auction Tender Offer for Its 11.75% Senior Notes Due 2013
September 02 2009 - 6:11PM
PR Newswire (US)
LAKE FOREST, Ill., Sept. 2 /PRNewswire-FirstCall/ -- Brunswick
Corporation (NYSE:BC) 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and not validly withdrawn pursuant to the tender offer prior to the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.
This news release is merely a notification of the tender offer and
is not an offer to purchase the 2013 notes. The tender offer is
made only through and pursuant to the terms of the offer to
purchase and the letter of transmittal, dated Sept. 2, 2009.
Holders of the 2013 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, N.Y.
10006; banks and brokers call: (212) 430-3774; U.S. toll free:
(866) 389-1500. 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/. DATASOURCE:
Brunswick Corporation CONTACT: Bruce J. Byots, Vice President -
Corporate and Investor Relations of Brunswick Corporation,
+1-847-735-4612, Web Site: http://www.brunswick.com/
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