Debt and Financing Arrangements
The Company’s debt and finance lease obligations were as follows: | | | | | | | | | | | |
| December 31, |
| (in thousands) | 2025 | | 2024 |
| Multi-currency revolving credit facility | $ | 431,301 | | | $ | 404,700 | |
5.625% senior unsecured notes ("2033 Notes") | 500,000 | | | — | |
7.375% senior unsecured notes ("2028 Notes") | — | | | 350,000 | |
| Other short-term borrowings | 16,005 | | | 10,160 | |
| Other long-term borrowings | 2,095 | | | 2,810 | |
| Finance lease obligations | 883 | | | 1,262 | |
Debt issuance costs (1) | (7,374) | | | (4,969) | |
| Total | 942,910 | | | 763,963 | |
| Less: short-term debt and current portion of long-term debt | 16,666 | | | 10,882 | |
| Total long-term debt and finance lease obligations | $ | 926,244 | | | $ | 753,081 | |
_________________________________ (1) As of December 31, 2025, debt issuance costs of $7.4 million relate to the 2033 Notes. As of December 31, 2024, debt issuance costs of $5.0 million relate to the 2028 Notes.
Multi-Currency Revolving Credit Facility
On November 24, 2025, the Company entered into a second amendment and restatement (the “Amendment and Restatement”) to its amended and restated credit agreement, dated as of December 23, 2019, as amended (the “2019 Credit Agreement” and, as amended by the Amendment and Restatement, the “2025 Credit Agreement”), with Acushnet Company, Acushnet Canada Inc. and Acushnet Europe Ltd, as borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). The 2025 Credit Agreement, together with related security, guarantee and other agreements, is referred to as the “Revolving Credit Facility.”
In connection with the Amendment and Restatement, the Company incurred debt issuance costs of approximately $2.2 million, which were included in other assets on the consolidated balance sheet and will be amortized to Interest expense, net over the term of the Revolving Credit Facility.
The 2019 Credit Agreement provided for a $950.0 million multi‑currency revolving credit facility, including a $50.0 million letter of credit sublimit, a $75.0 million swing line sublimit, a C$50.0 million sublimit for borrowings by
Acushnet Canada, Inc., a £45.0 million sublimit for borrowings by Acushnet Europe Limited and an alternative currency sublimit of $200.0 million for borrowings in Canadian dollars, euros, pounds sterling, Japanese yen and other currencies agreed to by the lenders and the Administrative Agent. The 2019 Credit Agreement was due to mature on August 2, 2027, and as a result, the related borrowings were classified as long term debt, with the proceeds and repayments under the Revolving Credit Facility presented on a gross basis in the consolidated statements of cash flows.
The 2025 Credit Agreement provides for a $950.0 million multi‑currency revolving credit facility, including a $75.0 million letter of credit sublimit, a $75.0 million swing line sublimit, a C$100.0 million sublimit for borrowings by Acushnet Canada, Inc., a £45.0 million sublimit for borrowings by Acushnet Europe Ltd, and an alternative currency sublimit of $500.0 million for borrowings in Canadian dollars, euros, pounds sterling, Japanese yen and other currencies agreed to by the lenders. The Revolving Credit Facility matures on November 24, 2030, and as a result, the related borrowings have been classified as long term debt, with the proceeds and repayments under the Revolving Credit Facility presented on a gross basis in the consolidated statements of cash flows. The Revolving Credit Facility is collateralized by substantially all the assets of the Company and its subsidiary guarantors.
Acushnet Company has the right under the Revolving Credit Facility to request additional term loans and/or increases in available borrowing capacity in an aggregate principal amount not to exceed (i) the greater of $400.0 million and 100% of Consolidated EBITDA (as defined in the 2025 Credit Agreement) plus (ii) an unlimited amount, so long as the Net Average Secured Leverage Ratio (as defined in the 2025 Credit Agreement) does not exceed 3.00:1.00 on a pro forma basis. The lenders under the Revolving Credit Facility will not be under any obligation to provide any such additional term loans or increases, and the incurrence of any additional term loans or increases is subject to customary conditions precedent.
Borrowings under the Revolving Credit Facility bear interest at a floating rate, which can be, at the applicable borrower’s option, (i) for loans denominated in U.S. dollars, either (A) a base rate, which is the greatest of (1) the prime rate last published in the Wall Street Journal, (2) the greater of the federal funds effective rate and the overnight bank funding rate, each as determined by the Federal Reserve Bank of New York, in either case, plus 0.50% and (3) the one-month term SOFR Rate plus 1.00%, or (B) the greater of the term SOFR rate for the applicable interest period and zero; (ii) for loans denominated in pounds sterling, the greater of a daily simple RFR determined based on SONIA and zero; (iii) for loans denominated in euros, the greater of an EURIBOR rate for the applicable interest period and zero; (iv) for loans denominated in Canadian dollars, either (A) the greater of the term CORRA rate for the applicable interest period and zero or (B) the greater of PRIMCAN Index rate that is published by Bloomberg and 1.00%; and (v) for loans denominated in Japanese yen, the greater of TIBOR rate for the applicable interest period and zero, plus, in the case of clauses (i) through (v) above, an applicable margin. The applicable margin is 0.00% to 0.75% for base rate borrowings and 1.00% to 1.75% for term SOFR borrowings, daily simple RFR borrowings, EURIBOR rate borrowings, term CORRA borrowings and TIBOR rate borrowings, in each case, depending on the Net Average Total Leverage Ratio (as defined in the 2025 Credit Agreement). The commitment fee rate payable in respect of unused portions of the Revolving Credit Facility varies from 0.125% to 0.275% per annum, depending on the Net Average Total Leverage Ratio.
The 2025 Credit Agreement contains customary affirmative and restrictive covenants, including, among others, financial covenants based on the Company's leverage and interest coverage ratios. The maximum Net Average Total Leverage Ratio covenant is 3.75:1.00, which is subject to increase to 4.25:1.00 in connection with certain acquisitions, and the minimum Consolidated Interest Coverage Ratio (as defined in the 2025 Credit Agreement) is 3.00:1.00.
The 2025 Credit Agreement includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations to be immediately due and payable. As of December 31, 2025, the Company was in compliance with all covenants under the 2025 Credit Agreement.
Under the 2025 Credit Agreement, a change of control is an event of default which could result in the acceleration of all outstanding indebtedness and the termination of all commitments under the 2025 Credit Agreement and would allow the lenders to enforce their rights with respect to the collateral granted. A change of control occurs if any person (other than certain permitted parties) becomes the beneficial owner of 35% or more of the outstanding common stock of the Company. As of December 31, 2025 and 2024, the weighted average interest rate applicable to the Revolving Credit Facility was 5.06% and 5.51%, respectively. As of December 31, 2025, the Company had available borrowing capacity under the Revolving Credit Facility of $514.7 million after giving effect to $4.0 million of outstanding letters of credit.
Senior Notes
On October 3, 2023, Acushnet Company completed the issuance and sale of $350.0 million in gross proceeds of its 7.375% senior notes due 2028.The 2028 Notes were issued pursuant to an indenture, dated October 3, 2023, among Acushnet Company, U.S. Bank Trust Company, National Association, as trustee of the 2028 Notes, and the Company and certain subsidiaries of Acushnet Company as guarantors.
The proceeds from the 2028 Notes offering were used to repay $345.6 million of the outstanding borrowings under the Company's multi-currency revolving credit facility pursuant to the 2019 Credit Agreement, as well as to pay fees and expenses related to the 2028 Notes offering. In connection with the 2028 Notes offering, the Company incurred fees and expenses of approximately $6.4 million, of which approximately $6.3 million was capitalized as debt issuance costs within long-term debt on the consolidated balance sheet and was being amortized to Interest expense, net over the term of the 2028 Notes using the effective interest rate method.
The 2028 Notes bore interest at a stated interest rate of 7.375% (an effective interest rate of 7.813%) per year, with interest payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2024. Accrued interest related to the 2028 Notes of $5.6 million was included within accrued expenses and other liabilities on the consolidated balance sheet as of December 31, 2024. The fair value of the 2028 Notes, based on third-party quotes (Level 2), as of December 31, 2024 was $362.1 million. The 2028 Notes were due to mature on October 15, 2028, unless earlier repurchased or redeemed in accordance with their terms, and as a result, were classified as long-term debt.
Pursuant to the indenture that governed the 2028 Notes, Acushnet Company had the right to redeem all or part of the 2028 Notes during the 12-month period beginning on October 15, 2025, at a redemption price equal to 103.688% of the principal amount of the 2028 Notes to be redeemed, together with any accrued and unpaid interest.
On November 24, 2025, Acushnet Company completed the issuance and sale of $500.0 million in gross proceeds of its 5.625% senior notes due 2033. The 2033 Notes were issued pursuant to an indenture, dated November 24, 2025 (the “Indenture”), among Acushnet Company, U.S. Bank Trust Company, National Association, as trustee of the 2033 Notes, and the Company and certain subsidiaries of Acushnet Company as guarantors.
The proceeds from the 2033 Notes offering were used to (i) redeem all $350.0 million aggregate principal amount of the 2028 Notes, (ii) repay a portion of the indebtedness outstanding under the 2019 Credit Agreement and (iii) pay fees and expenses related to the 2033 Notes offering. During the twelve months ended December 31, 2025, in connection with the redemption of the 2028 Notes, Acushnet Company incurred a loss on debt extinguishment comprised of a $12.9 million redemption premium payment, as well as the derecognition of $3.9 million of unamortized debt issuance costs. Acushnet Company incurred fees and expenses of approximately $7.4 million in connection with the 2033 Notes offering which was capitalized as debt issuance costs within long-term debt on the consolidated balance sheet and is being amortized to interest expense, net over the term of the 2033 Notes using the effective interest rate method. The fair value of the 2033 Notes, based on third-party quotes (Level 2) as of December 31, 2025, was $505.0 million.
The 2033 Notes bear interest at a stated interest rate of 5.625% (an effective interest rate of 5.788%) per year, with interest payable semi-annually on June 1 and December 1 of each year, beginning on June 1, 2026. Accrued interest related to the 2033 Notes of $2.9 million was included within accrued expenses and other liabilities on the consolidated balance sheet as of December 31, 2025. The 2033 Notes mature on December 1, 2033, unless earlier repurchased or redeemed in accordance with their terms. Acushnet Company may redeem all or part of the 2033 Notes at any time prior to December 1, 2028, at 100.0% of the principal amount redeemed plus a “make-whole” premium as provided in the Indenture. Thereafter, Acushnet Company may redeem all or part of the 2033 Notes at the redemption prices (expressed as percentages of principal amount of the 2033 Notes to be redeemed) set forth below, together with any accrued and unpaid interest, if redeemed during the 12-month period beginning on December 1 of the years indicated below:
| | | | | |
| Year | Redemption Price |
| 2028 | 102.813% |
| 2029 | 101.406% |
| 2030 and thereafter | 100.000% |
In addition, if the Company undergoes a change of control coupled with a decline in ratings, as provided in the Indenture, Acushnet Company will be required to make an offer to purchase each holder’s 2033 Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
The 2033 Notes are senior unsecured obligations of Acushnet Company and rank equal in right of payment with all of Acushnet Company’s existing and future senior unsecured debt and senior in right of payment to all of Acushnet Company’s future subordinated debt. The 2033 Notes are jointly and severally, fully and unconditionally, guaranteed on a senior unsecured basis by each of Acushnet Company’s existing wholly owned restricted domestic subsidiaries that guarantee Acushnet Company’s obligations under the 2025 Credit Agreement. The 2033 Notes are also fully and unconditionally guaranteed on a senior unsecured basis by the Company. The 2033 Notes are effectively subordinated to the Company's existing and future secured debt, to the extent of the value of the assets securing that debt, and are structurally subordinated to the liabilities of any non-guarantor subsidiaries.
The 2033 Notes Indenture contains covenants that, among other things, limit the ability of the Company and its subsidiaries to incur liens securing indebtedness for borrowed money, enter into sale and leaseback transactions, and consolidate or merge with or into other companies. As of December 31, 2025, the Company was in compliance with all covenants under the 2033 Notes Indenture.
Other Short-Term Borrowings
The Company has certain unsecured and uncommitted local credit facilities available through its subsidiaries. Amounts outstanding under these other short-term borrowings are presented in short-term debt in the consolidated balance sheets with the proceeds and repayments presented on a gross basis in the consolidated statements of cash flows. The weighted average interest rate applicable to the outstanding borrowings was 0.88% and 0.61% as of December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company had available borrowing capacity under these local credit facilities of $37.8 million.
Letters of Credit
As of December 31, 2025, there were outstanding letters of credit related to agreements, including those issued under the Revolving Credit Facility, totaling $6.9 million of which $4.0 million was secured. As of December 31, 2024, there were outstanding letters of credit related to agreements, including those issued under the Revolving Credit Facility, totaling $5.7 million, of which $2.9 million was secured. These agreements provided a maximum commitment for letters of credit of $59.0 million as of December 31, 2025.
Payments of Debt Obligations due by Period
As of December 31, 2025, principal payments due on outstanding long-term debt obligations were as follows:
| | | | | |
| (in thousands) | |
| Year ending December 31, | |
| 2026 | $ | 660 | |
| 2027 | 715 | |
| 2028 | 693 | |
| 2029 | 27 | |
| 2030 | 431,301 | |
| Thereafter | 500,000 | |
| Total | $ | 933,396 | |