8-K

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):  June 26, 2014

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.)

1 N. Field Court Lake Forest, Illinois	60045-4811
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 735-4700

N/A

(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))

Item 1.01. Entry into a Material Definitive Agreement.

On June 26, 2014, Brunswick Corporation (the “Company”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with the subsidiaries of the Company party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement amends and restates the Company’s existing credit agreement, dated as of March 21, 2011 (the “Prior Credit Agreement”). The Credit Agreement provides for a $300,000,000 facility with capacity to add $100,000,000 of additional commitments, and contains terms that differ from the Prior Credit Agreement, including, among other things:

• Providing for a maturity date of June 26, 2019.

• Removing the minimum fixed charge coverage ratio and adding (1) a minimum interest coverage ratio of 3.50 to 1.00 and (2) a maximum leverage ratio of, initially, 3.00 to 1.00, subject to increases in certain circumstances.

• Converting the Credit Agreement from a secured asset-based facility to a secured cash flow-based facility and removing the borrowing base limitations on the Company’s capacity to borrow.

• Replacing the commitment fee payable on unused commitments with a facility fee payable on the total amount of the commitments. The facility fee will be, initially, 0.25% per year. After the first delivery of financial statements, the rate will be determined by reference to a grid based on the Company’s leverage ratio, with a range of 0.20% to 0.35%, until the occurrence of the Investment Grade Release Date, on and after which the rate will be determined by reference to a grid based on certain of the Company’s credit ratings by S&P and Moody’s (the “Ratings”) with a range of 0.125% to 0.35%. The “Investment Grade Release Date” will occur when the Company achieves certain Ratings at a time when its leverage ratio at the end of each of the prior two fiscal quarters shall have been less than or equal to 2.25 to 1.00.

• Amending the interest rates on loans to apply in addition to the facility fee and to be, initially, either a LIBOR rate plus a margin of 1.50%, or a base rate plus a margin of 0.50%. After the first delivery of financial statements, the margins will be determined by reference to a grid based on the Company’s leverage ratio, with a range of 1.30% to 1.90% for LIBOR rate loans, and a range of 0.30% to 0.90% for base rate loans (provided that the rate will not be lower than the initial rate until December 26, 2014), until the occurrence of the Investment Grade Release Date, on and after which the rate will be determined by reference to a grid based on the Company’s credit Ratings, with a range of 1.00% to 1.90% for LIBOR rate loans, and a range of 0% to 0.90% for base rate loans.

• The amended and restated facility will, initially, continue to be secured by a security agreement between the Company and the subsidiary guarantors and JPMorgan Chase Bank, N.A. as administrative agent, pursuant to which the obligations of the Company and the guarantees of the subsidiaries under the Credit Agreement are secured by a first priority security interest in most of the Company’s and the subsidiary guarantors’ existing and future accounts receivable, inventory, equipment, intellectual property, other personal property and equity interests in substantially all their present and future directly held domestic subsidiaries. The amended and restated facility includes a collateral release provision under which all the collateral will be released if at any time on or after December 26, 2014 the Company achieves certain Ratings at a time when its leverage ratio at the end of each of the prior two fiscal quarters shall have been less than or equal to 2.25 to 1.00. These conditions have been satisfied as of this date. Failure at any subsequent time prior to the Investment Grade Release Date to maintain such Ratings shall result in a requirement to reinstate the collateral (provided that the collateral cannot be reinstated at any point once the Investment Grade Release Date occurs).

• As with the Prior Credit Agreement, the new facility contains negative covenants that, among other things, limit the ability of the Company and certain of its subsidiaries, subject to exceptions, to, in certain circumstances, (i) incur indebtedness, (ii) issue preferred stock, (iii) create liens, (iv) merge or consolidate with certain entities, (v) dispose of property, (vi) undertake transactions with affiliates, (vii) make investments, loans, advances, guarantees and acquisitions, (viii) engage in sale and leaseback transactions, (ix) make restricted payments or payments of certain indebtedness, (x) enter into restrictive agreements, (xi) amend certain material documents, (xii) incur amounts in respect of customer finance program obligations exceeding a certain threshold, (xiii) enter into certain swap or similar agreements and (xiv) make changes in fiscal periods or lines of business. However, certain of the negative covenants in the new facility are less restrictive than those contained in the Prior Credit Agreement and certain of the covenants, including the restrictions on investments, dividends and customer finance program obligations will cease to apply after the Company Investment Grade Release Date.

The foregoing description of the Credit Agreement is a summary only of material changes from the Prior Credit Agreement.

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

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

The news release announcing this matter is furnished as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Statements made in this Current Report on Form 8-K that are forward-looking involve risks and uncertainties and are indicated by words such as “may,” “expects” and other similar words or phrases. Actual events or results may differ materially from those described herein. These uncertainties include, but are not limited to, future economic conditions and other risks described in filings with the SEC such as Brunswick’s most recent Forms 10-K and 10-Q.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits:

Exhibit No.Description of Exhibit

99.1            News Release, dated June 26, 2014 of Brunswick Corporation, announcing the execution of the Amended and Restated Credit Agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRUNSWICK CORPORATION
Dated: June 26, 2014	By:	/s/ WILLIAM L. METZGER
		William L. Metzger
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX:

Exhibit No.	Description of Exhibit
99.1	News Release, dated June 26, 2014, of Brunswick Corporation, announcing the execution of the Amended and Restated Credit Agreement.

EX-99.1

Brunswick Corporation 1 N. Field Court Lake Forest, IL 60045
Telephone 847.735.4700 Facsimile 847.735.4750
www.brunswick.com

BRUNSWICK ANNOUNCES AMENDMENT TO REVOLVING CREDIT FACILITY

LAKE FOREST, Ill., June 26, 2014 - Brunswick Corporation (NYSE: BC) announced today that it and a group of financial institutions have amended and restated the Company’s revolving credit facility. The facility, which will be in effect through 2019, remains at $300 million and offers Brunswick more favorable terms in light of its enhanced capital structure and improving market conditions.

The Company believes the new facility provides adequate levels of credit availability and supplements its current strong cash position. Additionally, the facility provides improved terms and conditions that enhance the Company’s overall financial flexibility.

“With this amendment, Brunswick continues to maintain ample liquidity and financial flexibility with which to move forward,” explained Brunswick Senior Vice President and Chief Financial Officer William L. Metzger. “Further, we believe the terms of the facility recognize the significant progress that Brunswick has made in the past several years as we have successfully emerged from the effects of the recession. It acknowledges our execution against our strategic plan, continued improvement of our financial results, and the work we have done to generate cash, reduce debt and strengthen our capital structure along with our continuing focus on returning to investment grade status.”

As part of this amendment, the facility was converted into a secured cash flow facility from a secured asset-based facility, with provisions that allow for a release of collateral when the Company achieves certain credit rating levels. The facility contains a leverage coverage covenant and an interest coverage covenant. There are presently no borrowings under the facility; however, there are previously issued letters of credit, which total approximately $6 million. The amendment and restatement of the facility, which remains in place through June 2019, was led by JP Morgan Securities LLC, Bank of America Merrill Lynch and Wells Fargo Securities, LLC.

Additional information concerning the revolving credit facility can be found in the Current Report on Form 8-K filed today by the Company.

Joint venture agreement also modified

In addition to this amended credit facility, Brunswick Financial Services has also entered into an agreement with GE Capital Solutions (NYSE: GE) to amend the terms of its joint venture agreement. The amendment is necessitated by the new financial ratio covenants included in the revolving credit facility, and will synchronize the leverage coverage covenant between each agreement. The joint venture, Brunswick Acceptance Company (BAC), began operations in 2003, with the terms of the current agreement through 2016. BAC provides wholesale floor plan financing for qualifying Brunswick marine dealers.

Forward-Looking Statements

Certain statements in this news releaseare forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about Brunswick’s business. Forward-looking statements by their nature address matters that are, to different degrees, uncertain and often contain words such as “may”, “could”, “expect”, “intend”, “plan”, “seek”, “estimate”, “believe”, “predict”, “potential” or “continue”. These statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this news release. These risks include, but are not limited to: the effect of adverse general economic conditions, including the amount of disposable income available to consumers for discretionary purchases, tight consumer credit markets, and the level of consumer confidence on the demand for marine, fitness, billiards and bowling equipment, products and services; the ability of dealers and customers to secure adequate access to financing and the Company’s ability to access capital and credit markets; the ability to maintain strong relationships with dealers, distributors and independent boat builders; the ability to maintain effective distribution and develop alternative distribution channels without disrupting incumbent distribution partners; the ability to successfully manage pipeline inventories and respond to any excess supply of repossessed and aged boats in the market; credit and collections risks, including the potential obligation to repurchase dealer inventory; the risk of losing a key account or a critical supplier; the strength and protection of the Company’s brands and other intellectual property; the ability to spread fixed costs while establishing a smaller manufacturing footprint; the ability to successfully complete restructuring efforts in accordance with projected timeframes and costs; the ability to obtain components, parts and raw materials from suppliers in a timely manner and for a reasonable price; the need to meet pension funding obligations; the effect of higher energy and logistics costs, interest rates and fuel prices on the Company’s results; competitive pricing pressures, including the impact of inflation and increased competition from Asian competitors; the ability to develop new and innovative products in response to changing retail demands and expectations that are differentiated for the global marketplace at a competitive price and in compliance with applicable laws; the effect of competition from other leisure pursuits on the level of participation in boating, fitness, bowling and billiards activities; the risk of product liability, warranty and other claims in connection with the manufacture and sale of products; the ability to respond to and minimize the negative financial impact of legislative and regulatory

developments, including those related to environmental restrictions, climate change, healthcare costs, taxes and employee benefits; the ability to maintain market share, particularly in high-margin products; fluctuations in the Company’s stock price due to external factors; the ability to maintain product quality and service standards expected by customers; the ability to increase manufacturing operations and meet production targets within time and budgets allowed; negative currency trends, including shifts in exchange rates; competition from new technologies; the ability to complete environmental remediation efforts and resolve claims and litigation at the cost estimated; the uncertainty and risks of doing business in international locations, including international political instability, civil unrest and other risks associated with operations in emerging markets; the risk of having to record an impairment to the value of goodwill and other assets; the effect that catastrophic events may have on consumer demand and the ability to manufacture products, including hurricanes, floods, earthquakes, and environmental spills; the effect of weather conditions on demand for marine products and retail bowling center revenues; the risk of losing individuals who are key contributors to the organization; and risks associated with the Company’s information technology systems, including the continued use of legacy systems and the risk of a failure of or attacks on the Company’s information systems, which could result in data security breaches, lost or stolen assets or information, and associated remediation costs.

Additional risk factors are included in the Company’s Annual Report on Form 10-K for 2013. Such forward-looking statements speak only as of the date on which they are made and Brunswick does not undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date of this news release, or for changes made to this document by wire services or Internet service providers.

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 and Whale marine parts and accessories; Land 'N' Sea, Kellogg Marine, and Diversified Marine parts and accessories distributors; Bayliner, Boston Whaler, Brunswick Commercial and Government Products, Crestliner, Cypress Cay, Harris FloteBote, Lowe, Lund, Meridian, Princecraft, Quicksilver, Rayglass, Sea Ray and Uttern boats; Life Fitness and Hammer Strength fitness equipment; Brunswick bowling centers, equipment and consumer products; Brunswick billiards tables and table tennis. For more information, visit http://www.brunswick.com.

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Contact: Bruce J. Byots

Vice President - Corporate and Investor Relations

Phone: 847-735-4612

Email:bruce.byots@brunswick.com

Contact: Daniel Kubera

Director - Media Relations and Corporate Communications

Phone: 847-735-4617

Email:daniel.kubera@brunswick.com