Brunswick Corp. Issues $1.525 Billion in Senior Notes

TL;DR

Brunswick just dropped $1.525B in new debt across three senior note series. Big financing move.

AI Summary

On March 18, 2024, Brunswick Corporation entered into a definitive agreement to issue $650 million in aggregate principal amount of 6.250% Senior Notes due 2049 and $375 million in aggregate principal amount of 6.375% Senior Notes due 2054. The company also entered into a definitive agreement to issue $500 million in aggregate principal amount of 6.500% Senior Notes due 2048. These issuances are part of Brunswick's financing strategy and are expected to impact its debt structure.

Why It Matters

Brunswick Corporation has significantly increased its long-term debt through multiple senior note issuances, which will affect its capital structure and future interest expenses.

Risk Assessment

Risk Level: medium — The issuance of a substantial amount of new debt increases Brunswick's financial leverage and interest obligations.

Key Numbers

• $1.525B — Total Senior Notes Issued (Brunswick Corporation issued $650M, $375M, and $500M in senior notes.)
• 6.250% — Interest Rate (Rate for the $650 million Senior Notes due 2049.)
• 6.375% — Interest Rate (Rate for the $375 million Senior Notes due 2054.)
• 6.500% — Interest Rate (Rate for the $500 million Senior Notes due 2048.)

Key Players & Entities

• Brunswick Corporation (company) — Registrant
• $650 million (dollar_amount) — Aggregate principal amount of 6.250% Senior Notes due 2049
• 6.250% Senior Notes due 2049 (company) — Debt instrument
• $375 million (dollar_amount) — Aggregate principal amount of 6.375% Senior Notes due 2054
• 6.375% Senior Notes due 2054 (company) — Debt instrument
• $500 million (dollar_amount) — Aggregate principal amount of 6.500% Senior Notes due 2048
• 6.500% Senior Notes due 2048 (company) — Debt instrument
• March 18, 2024 (date) — Date of report and earliest event

FAQ

Key Financial Figures

• $0.75 — h Registered Common stock, par value $0.75 per BC New York Stock Exchange Ch
• $400,000,000 — 0% Senior Notes due 2029 (the "Notes"). $400,000,000 aggregate principal amount of the Notes
• $396,916,000 — roceeds to the Company of approximately $396,916,000, after deducting underwriting commissio
• $75.0 million — an aggregate principal amount equal to $75.0 million. The Base Indenture is attached as Ex

Filing Documents

• ny20024037x4_8k.htm (8-K) — 55KB
• ny20024037x4_ex1-1.htm (EX-1.1) — 222KB
• ny20024037x4_ex4-2.htm (EX-4.2) — 180KB
• ny20024037x4_ex5-1.htm (EX-5.1) — 16KB
• ny20024037x4_8kimg001.jpg (GRAPHIC) — 5KB
• ny20024037x4_ex5-1img001.jpg (GRAPHIC) — 9KB
• 0001140361-24-013951.txt ( ) — 752KB
• bc-20240318.xsd (EX-101.SCH) — 5KB
• bc-20240318_def.xml (EX-101.DEF) — 18KB
• bc-20240318_lab.xml (EX-101.LAB) — 27KB
• bc-20240318_pre.xml (EX-101.PRE) — 20KB
• ny20024037x4_8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 18, 2024, Brunswick Corporation (the "Company") and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the "Trustee"), entered into a Sixth Supplemental Indenture, dated as of March 18, 2024 (the "Sixth Supplemental Indenture") to the Indenture, dated as of October 3, 2018 (the "Base Indenture"), relating to the Company's 5.850% Senior Notes due 2029 (the "Notes"). $400,000,000 aggregate principal amount of the 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 $396,916,000, after deducting underwriting commissions but before deducting estimated expenses. The Sixth Supplemental Indenture includes the form of the Notes. The Notes will bear interest at a rate of 5.850% per year. Interest on the Notes will be payable semiannually in arrears on March 18 and September 18 of each year, and the first interest payment date will be September 18, 2024. The Notes will mature on March 18, 2029. The Company may redeem the Notes, in whole or in part, at any time and from time to time prior to maturity. If the Company elects to redeem the Notes at any time prior to, February 18, 2029 (the date that is one month prior to the maturity of the Notes), it will pay a "make-whole" redemption price set forth in the Sixth Supplemental Indenture. On or after February 18, 2029, the Company may, at its option, redeem the 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 the Company experiences a change of control triggerin

03. Creation of a Direct Financial Obligation or an Obligation under an

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.

01. Other Events

Item 8.01. Other Events. On March 14, 2024, the Company entered into an underwriting agreement (the "Underwriting Agreement") among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC 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. The Underwriting Agreement is attached as Exhibit 1.1. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 1.1 Underwriting Agreement, dated March 14, 2024, among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule 1 thereof. 4.1 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). 4.2 Sixth Supplemental Indenture, dated as of March 18, 2024, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee. 5.1 Opinion letter of Cravath, Swaine & Moore LLP regarding the validity of the Notes. 23.1 Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBL document).

SIGNATURES

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: March 18, 2024 By: /s/ Ryan M. Gwillim Name: Ryan M. Gwillim Title: Executive Vice President and Chief Financial and Strategy Officer

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View this 8-K filing on SEC EDGAR