Acushnet Holdings Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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Item 1.01 Entry into a Material Definitive Agreement.
On December 17, 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 $62.5 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 January 2, 2025 (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 January 2, 2025, the date on which the Company purchases an aggregate of $62.5 million of shares, (ii) any date otherwise mutually agreed between the Company and Magnus, and (iii) June 30, 2025, if the Company has not already purchased the $62.5 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 19, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Stock Repurchase Agreement, dated December 17, 2024, 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. |
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/ Sean Sullivan | |
| Name: | Sean Sullivan | |
| Title: | Executive Vice President, Chief Financial Officer | |
Date: December 17, 2024