Acushnet Holdings Corp.
03/14/2024 | Press release | Distributed by Public on 03/14/2024 14:07
Material Agreement - Form 8-K
Item 1.01 Entry into a Material Definitive Agreement.
On March 14, 2024, in connection with its existing $1.0 billion share repurchase authorization, Acushnet Holdings Corp. (the "Company") entered into an agreement with Magnus Holdings Co., Ltd. ("Magnus") pursuant to which the Company will purchase up to an aggregate of $37.5 million of shares of its common stock from Magnus on a share-for-share basis as the Company repurchases shares in the open market or privately negotiated transactions. The price payable to Magnus for the Company's shares will be the average price of the shares purchased in the open market or privately negotiated transactions over the period of time from April 1, 2024 (in the case of the first such pricing period) to the first "determination date" and, in the case of any subsequent such pricing period, from the most recent preceding determination date to the next determination date. The "determination date" will be (i) commencing April 1, 2024, the date on which the Company purchases an aggregate of $37.5 million of shares, (ii) any date otherwise mutually agreed between the Company and Magnus, and (iii) June 28, 2024, if the Company has not already purchased the $37.5 million shares of common stock. The obligations of the Company to purchase the shares and Magnus to sell the shares following each determination date are conditioned upon no event occurring since the date of the agreement that, either individually or in the aggregate, has had a material adverse effect on the business or financial condition of the Company as of each closing. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the copy of the agreement filed as Exhibit 10.1 to this Current Report on Form 8-K. For more information on Magnus' relationship to the Company, please refer to the Company's Definitive Proxy Statement filed on April 21, 2023.