Item 1.01 Entry into a Material Definitive Agreement.
On August 30, 2022, in connection with its existing $450.0 million share
repurchase authorization, Acushnet Holdings Corp. (the "Company") amended and
restated its existing stock repurchase agreement, dated as of June 16, 2022 (the
"Original Agreement"), with Magnus Holdings Co., Ltd. ("Magnus") to increase the
aggregate dollar amount of shares of its common stock that it will repurchase
from Magnus on a share-for-share basis as the Company repurchases shares in the
open market from $75.0 million to $100.0 million (the "Amended and Restated
Agreement"). The terms of the Amended and Restated Agreement are otherwise
identical to the terms of the Original Agreement. The price payable to Magnus
for the Company's shares will be the average price of the shares purchased in
the open market over the period of time from July 1, 2022 (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 July 1, 2022, the date on which the Company purchases an aggregate of
$100.0 million of shares, (ii) any date otherwise mutually agreed between the
Company and Magnus, and (iii) January 13, 2023, if the Company has not already
purchased the $100.0 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 Amended and Restated 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 14, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Amended and Restated Stock Repurchase Agreement, dated August 30 ,
2022, by and between Acushnet Holdings Corp. and Magnus Holdings Co., Ltd.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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