Bowlmor AMF Corp. agreed to acquire Bowling Center Business from Brunswick Corporation (NYSE:BC) for $270 million.
July 17, 2014 at 12:00 am EDT
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Bowlmor AMF Corp. agreed to acquire Bowling Center Business from Brunswick Corporation (NYSE:BC) for $270 million on July 17, 2014. The agreement also includes outstanding membership interests of Leiserv, LLC. The purchase price is subject to certain customary post-closing adjustments and other adjustments if Bowlmor AMF does not take certain properties because certain consents or regulatory approvals are not obtained. In the event that the purchase agreement terminates because of Bowlmor AMF's failure to obtain financing or election not to seek alternative financing, Bowlmor AMF is required to pay Brunswick a reverse termination fee of $15 million. The deal is also subject to third party approvals.
Bowling Center Business generated revenue of $187 million in 2013. The transaction is contingent upon customary closing procedures including the receipt of financing by Bowlmor AMF. The closing is also conditioned upon Brunswick Corporation having obtained certain license approvals and contract consents, Bowlmor AMF having elected to close over Brunswick's failure to obtain such approvals and consents or the properties relating to such un-obtained consents and approvals being retained by Brunswick. In the event that any properties are retained by Brunswick, the purchase price will be reduced by an agreed upon amount. Brunswick anticipates completing this transaction in approximately 90 days. As a result of these divestitures and associated discontinued operations treatment, Brunswick estimates the dilution to earning per share from continuing operations, on both a GAAP and as adjusted basis, to be approximately $0.20 per diluted share for the full-year 2014. Further, Brunswick estimates that for 2014, the free cash flow from continuing operations will be lower by $35 million to $40 million. The deal is expected to close on October 15, 2014.
Morgan Stanley acted as financial advisor for Brunswick Corporation. James D. Meade of Proskauer Rose LLP acted as legal advisor to Bowlmor AMF. Larry A. Barden, Scott R. Williams, Laura L. Leonard, Elizabeth K. McCloy, Mary C. Niehaus, Sharp Sorensen, Ami N. Wynne, Jonathan Wagner, Peter Edgerton, Jacqueline Hairston, Christopher S. Krueger, Christian E. Pilhofer and Amy S. Timm of Sidley Austin LLP acted as legal advisors for Brunswick Corporation.
Bowlero Corp. is an operator of bowling entertainment centers. The Company operates traditional bowling centers and more upscale entertainment concepts with lounge seating, arcades, enhanced food, and beverage offerings. The Company also provides customer service for individuals and group events, as well as hosting and overseeing professional and non-professional bowling tournaments and related broadcasting. The Company serves through various brand, such as Bowlero, Bowlmor Lanes, and AMF. The Bowlero branded centers offer an upscale entertainment concept with lounge seating, enhanced food and beverage offerings, and customer service for individual and group events. The AMF centers are traditional bowling centers in an updated format. The Company operates approximately 345 bowling centers across North America in United States, Mexico and Canada. The Company's subsidiary is AMF Bowling Centers, Inc.