Brunswick Corporation announced  its intent, subject to market and other conditions, to offer $250 million aggregate principal amount of senior secured notes due 2016 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 owned domestic retail bowling centers 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.

Brunswick also announced that it has launched a cash tender offer and consent solicitation for any and all of its outstanding 5% notes due 2011 on the terms and conditions set forth in the offer to purchase and Consent Solicitation Statement dated August 10, 2009 and related Letter of Transmittal.


As of July 4, 2009, $150 million aggregate principal amount of the 2011 notes was outstanding.

The total consideration for the Tender Offer will consist of $970 of tender offer consideration and a consent payment of $30 per $1,000 principal amount of the 2011 Notes. The total consideration will only be paid to holders that validly tender and do not validly withdraw their tenders prior to 5:00 p.m., New York City time, on August 21, 2009.


The tender offer is scheduled to expire at 12:00 midnight New York City time, on September 4, 2009, unless Brunswick chooses to extend or terminate the tender offer. Holders that tender and do not validly withdraw their tenders after the consent payment deadline and prior to the expiration date will only be paid $970, the tender offer consideration.

 

The tender offer is subject to the satisfaction of certain conditions, including Brunswick issuing indebtedness having an aggregate principal amount of at least $250 million in one or more debt financings on terms reasonably satisfactory to it and its receipt of valid tenders and consents from holders of not less than 66.67% in aggregate principal amount of the 2011 notes.

Brunswick intends to use the net proceeds from the private offering of the new notes primarily to fund the tender offer for the 2011 notes. 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 other long-term indebtedness of Brunswick, including Brunswick's 11.75% Senior Notes due 2013.