Business Context and Reporting Period
Company: Acushnet Holdings Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: November 24, 2025
Event: The company executed a significant capital structure refinancing, issuing new senior notes and amending its existing credit facility.
Key Financial Metrics and Capital Structure
- New Debt Issuance: $500.0 million in 5.625% Senior Notes due 2033.
- Debt Redemption: Full redemption of $350.0 million in 7.375% Senior Notes due 2028.
- Redemption Price: 103.688% of principal plus accrued interest for the 2028 Notes.
- Revolving Credit Facility: Amended to $950.0 million, maturing November 24, 2030.
- Interest Rates:
- New Notes: Fixed 5.625% per annum.
- Credit Facility: Floating rate (Base Rate or Term SOFR) plus a margin of 0.00% to 0.75% (Base) or 1.00% to 1.75% (SOFR).
- Covenants:
- Maximum Net Average Total Leverage Ratio: 3.75:1.00 (increasable to 4.25:1.00 for acquisitions).
- Minimum Consolidated Interest Coverage Ratio: 3.00:1.00.
Material Changes Versus Prior Period
The filing details a strategic shift in debt maturity and cost structure:
- Interest Cost Reduction: Replaced higher-cost debt (7.375% coupon) with lower-cost debt (5.625% coupon), reducing annual interest expense on the principal amount.
- Maturity Extension: Extended the maturity of the retired notes from 2028 to 2033, improving long-term liquidity profile.
- Credit Facility Expansion: Increased the revolving credit facility capacity to $950.0 million and extended the maturity to 2030.
- Use of Proceeds: Net proceeds from the new notes were utilized to redeem the 2028 Notes, repay a portion of the revolving credit facility, and cover transaction fees.
Outlook, Risks, and Management Commentary
Management Commentary: The transaction reflects a proactive approach to managing the company's capital structure, optimizing interest costs, and extending debt maturities.
Key Terms and Risks:
- Redemption Options: The Issuer may redeem the new Notes prior to December 1, 2028, at 100% plus a "make-whole" premium. After that date, redemption premiums decline annually until reaching 100% on December 1, 2030.
- Additional Borrowing Capacity: The company may request additional term loans or increases to the revolving facility up to the greater of $400.0 million or 100% of Consolidated EBITDA, plus unlimited amounts provided the Net Average Secured Leverage Ratio does not exceed 3.00:1.00.
- Currency Flexibility: The credit facility includes sublimits for borrowings in Canadian dollars, euros, pounds sterling, and Japanese yen.
Investor Verification Checklist
- Verify the exact net proceeds calculation after deducting the redemption premium (103.688%) and transaction fees.
- Confirm the current utilization level of the $950.0 million revolving credit facility post-repayment.
- Review the full text of the Indenture (Exhibit 4.1) for specific "make-whole" premium calculations and event of default clauses.
- Assess the impact of the new 5.625% interest rate on future cash flow projections compared to the retired 7.375% notes.
- Monitor compliance with the 3.75:1.00 Net Average Total Leverage Ratio covenant.