UNITED STATES
SECURITIES 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 18, 2021

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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 1.01.  Entry into a Material Definitive Agreement.

On August 18, 2021, Brunswick Corporation (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), entered into a Fourth Supplemental Indenture, dated as of August 18, 2021 (the “Fourth Supplemental Indenture”) to the Indenture, dated as of October 3, 2018 (the “Base Indenture”), relating to the Company’s 0.850% Senior Notes due 2024 (the “2024 Notes”) and 2.400% Senior Notes due 2031 (the “2031 Notes” and, together with the 2024 Notes, the “Notes”).  $450,000,000 aggregate principal amount of the 2024 Notes and $550,000,000 aggregate principal amount of the 2031 Notes were sold in a public offering pursuant to the Company’s Registration Statement on Form S-3 (No. 333-258249) (the “Registration Statement”), filed with the Securities and Exchange Commission, which resulted in aggregate net proceeds to the Company of approximately $992,911,000, after deducting commissions and estimated expenses.  The Fourth Supplemental Indenture includes the forms of the 2024 Notes and the 2031 Notes.  The 2024 Notes will bear interest at a rate of 0.850% per year and the 2031 Notes will bear interest at a rate of 2.400% per year, each payable semiannually in arrears on February 18 and August 18 of each year, and the first interest payment date will be February 18, 2022.  The 2024 Notes will mature on August 18, 2024, and the 2031 Notes will mature on August 18, 2031.

The 2024 Notes are not redeemable prior to August 18, 2022.  The Company may redeem the 2031 Notes, in whole or in part, at any time and from time to time prior to maturity.  If the Company elects to redeem the 2031 Notes at any time prior to May 18, 2031 (the date that is three months prior to the maturity of the 2031 Notes), it will pay a “make-whole” redemption price set forth in the Fourth Supplemental Indenture.  On or after August 18, 2022, in the case of the 2024 Notes, or May 18, 2031, in the case of the 2031 Notes, the Company may, at its option, redeem the 2024 Notes and the 2031 Notes, in whole or in part at any time and from time to time, at a redemption price equal to 100% of the principal amount thereof.  In addition to the redemption price, the Company will pay accrued and unpaid interest, if any, to, but not including, the redemption date.

If (i) the consummation of the acquisition of Marine Innovations Group AS (the “Acquisition”) does not occur prior to 11:59 p.m., New York City time, on December 23, 2021, (ii) the Company notifies the Trustee and the holders of the Notes that it will not pursue the consummation of the Acquisition or (iii) the share purchase agreement related to the Acquisition has been terminated without the consummation of the Acquisition (each of (i), (ii) and (iii), a “Special Mandatory Redemption Trigger”), the Company will be required to redeem all of the Notes then outstanding on the date of the special mandatory redemption (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Notes then outstanding, plus accrued and unpaid interest, if any, to, but not including, the date of the Special Mandatory Redemption.

If the Company experiences a change of control triggering event with respect to a series of Notes, as defined in the Fourth Supplemental Indenture, each holder of such series of Notes may require the Company to repurchase some or all of its Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date.

Pursuant to the terms of the Notes, the Company and its restricted subsidiaries will be subject to, among other covenants, restrictions on the incurrence of debt secured by liens on Principal Property (as defined in the Base Indenture) or shares of capital stock of such restricted subsidiaries, entering into sale and leaseback transactions in respect of Principal Property and mergers or consolidations with another entity or sales, transfers or leases of the Company’s properties and assets substantially as an entirety to another person.

The Base Indenture also defines certain customary events of default, including, but not limited to, a default in payment of any interest installment due on the Notes and continuance of such default for a period of 30 days, a default in payment of principal or premium, if any, on the Notes and a default by the Company or any restricted subsidiary under any indebtedness for money borrowed of it or any restricted subsidiary having an aggregate principal amount equal to $75.0 million.

The Base Indenture is attached as Exhibit 4.1.  The Fourth Supplemental Indenture is attached as Exhibit 4.2.  The foregoing description of the Base Indenture and the Fourth Supplemental Indenture is qualified in its entirety by reference to the full text of the Base Indenture and the Fourth Supplemental Indenture, which is incorporated herein by reference.

The Company intends to use the net proceeds from the sale of the Notes, together with cash on hand, to fund the Acquisition and, to the extent of any remaining proceeds from the offering, consistent with its previously disclosed capital strategy, for general corporate purposes.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 8.01.  Other Events.

On August 4, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule 1 to the Underwriting Agreement, in connection with the offer and sale of the Notes.


Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
 
Description of Exhibit
     
 
Underwriting Agreement, dated August 4, 2021, among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule 1 thereof.
 
 
Base Indenture, dated as of October 3, 2018, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Brunswick’s Current Report on Form 8-K filed October 3, 2018).
     
 
Fourth Supplemental Indenture, dated as of August 18, 2021, between the Company and U.S. Bank National Association, as trustee.
   
 
Opinion letter of Cravath, Swaine & Moore LLP regarding the validity of the Notes.
   
 
Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1).
    
104   Cover Page Interactive Data File (embedded within the Inline XBL 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 18, 2021
By:
/s/ Ryan M. Gwillim
   
Name:
Ryan M. Gwillim
   
Title:
Executive Vice President and Chief
     
Financial Officer