false 0001672013 0001672013 2023-09-26 2023-09-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): September 26, 2023

 

 

Acushnet Holdings Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37935   45-2644353

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

333 Bridge Street   Fairhaven, Massachusetts   02719
(Address of principal executive offices)     (Zip Code)

(800) 225-8500

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 Exchange Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock - $0.001 par value per share   GOLF   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 7.01. Regulation FD Disclosure.

As of September 26, 2023, Acushnet Holdings Corp. (the “Company”) targets maintaining average net leverage below 2.25x on an annual basis. The Company defines net leverage as the ratio of net debt to Adjusted EBITDA, where net debt consists of total debt adjusted for cash, cash equivalents and restricted cash and Adjusted EBITDA represents net income attributable to Acushnet Holdings Corp. adjusted for interest expense, net, income tax expense (benefit), depreciation and amortization; and other items defined in the Company’s credit agreement, including: share-based compensation expense; restructuring and transformation costs; certain transaction fees; extraordinary, unusual or non-recurring losses or charges; indemnification expense (income); certain pension settlement costs; certain other non-cash (gains) losses, net and the net income (loss) relating to noncontrolling interests.

Item 8.01 Other Events.

On September 26, 2023, the Company issued a press release announcing that its wholly-owned subsidiary, Acushnet Company, intends to raise $350,000,000 in gross proceeds through an offering of senior notes due 2028. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
  

Description

99.1    Launch press release dated September 26, 2023
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURES

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.

 

ACUSHNET HOLDINGS CORP.
By:  

/s/ Roland Giroux

Name:   Roland Giroux
Title:   Executive Vice President, Chief Legal Officer and Corporate Secretary

Date: September 26, 2023

Exhibit 99.1

Acushnet Holdings Corp. Announces

Offering of Senior Notes

FAIRHAVEN, MA—September 26, 2023—Acushnet Holdings Corp. (NYSE: GOLF) today announced that its wholly-owned subsidiary, Acushnet Company (the “Issuer”), intends to raise $350,000,000 through an offering of senior notes due 2028 (the “Notes”).

The proceeds from the Notes offering will be used to repay existing borrowings under the Issuer’s revolving secured credit facility and to pay fees and expenses related to the Notes offering. The consummation of the Notes offering is subject to market and other customary conditions.

Certain statements in this press release are forward-looking statements. These statements involve a number of risks, uncertainties and other factors, including the failure to consummate the Notes offering and potential changes in market conditions that could cause actual results to differ materially.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act. Any offer of the Notes will be made only by means of a private offering memorandum.

About Acushnet Holdings Corp.

We are the global leader in the design, development, manufacture and distribution of performance-driven golf products, which are widely recognized for their quality excellence. Driven by our focus on dedicated and discerning golfers and the golf shops that serve them, we believe we are the most authentic and enduring company in the golf industry. Our mission—to be the performance and quality leader in every golf product category in which we compete—has remained consistent since we entered the golf ball business in 1932. Today, we are the steward of two of the most revered brands in golf—Titleist, one of golf’s leading performance equipment brands, and FootJoy, one of golf’s leading performance wear brands.

Media Contact:

AcushnetPR@icrinc.com

Investor Contact:

IR@AcushnetGolf.com

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Sep. 26, 2023
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Entity Central Index Key 0001672013
Document Type 8-K
Document Period End Date Sep. 26, 2023
Entity Registrant Name Acushnet Holdings Corp.
Entity Incorporation State Country Code DE
Entity File Number 001-37935
Entity Tax Identification Number 45-2644353
Entity Address, Address Line One 333 Bridge Street
Entity Address, City or Town Fairhaven
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02719
City Area Code (800)
Local Phone Number 225-8500
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Security 12b Title Common Stock - $0.001 par value per share
Trading Symbol GOLF
Security Exchange Name NYSE
Entity Emerging Growth Company false

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