UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 11, 2021
BRUNSWICK CORPORATION
(Exact Name of Registrant Specified in Charter)
Delaware
| | 001-01043
| | 36-0848180
|
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
26125 N. Riverwoods Blvd., Suite 500
Mettawa, Illinois | | 60045-3420
|
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (847) 735-4700
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240, 14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240, 13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
Common stock, par value $0.75 per share
| | BC
| | New York Stock Exchange
|
| | | | | Chicago Stock Exchange
|
6.500% Senior Notes due 2048
| | BC-A
| | New York Stock Exchange
|
6.625% Senior Notes due 2049
| | BC-B
| | New York Stock Exchange
|
6.375% Senior Notes due 2049
| | BC-C
| | New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On August 11, 2021, Brunswick Corporation (the “Company”) announced that its tender offers (the “Tender Offers”) to purchase for cash any and all of the Company’s outstanding 7.375% Debentures due 2023 (the “2023 Debentures”) and 7.125% Notes due 2027 (the “2027 Notes” and, together with the 2023 Debentures, the “Securities”) expired at 5:00 p.m., New York City time, on August 10, 2021 (the “Expiration Date”). These Tender Offers were made pursuant to an offer to purchase dated August 4, 2021 and related notice of guaranteed delivery, which set forth the terms and conditions of the Tender Offers (collectively, the “Tender Offer Documents”).
At the Expiration Date, $23,370,000 million of the $103,071,000 aggregate principal amount of outstanding 2023 Debentures and $2,482,000 million of the $163,265,000 aggregate principal amount of outstanding 2027 Notes were validly tendered and not validly withdrawn. This amount excludes outstanding Securities tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents, which remain subject to the holders’ performance of the delivery requirements under such procedures.
The press release issued by the Company on August 11, 2021, announcing the expiration of the Tender Offers, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description of Exhibit |
| | |
| | Press release of the Company, issued August 11, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | BRUNSWICK CORPORATION |
| | | | |
| Dated: August 11, 2021 | By: | /s/ Ryan M. Gwillim
|
| | | Name: | Ryan M. Gwillim |
| | | Title: | Executive Vice President and Chief |
| | | | Financial Officer |
