UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 14, 2023
Date of Report (Date of earliest event reported)
TOPGOLF CALLAWAY BRANDS CORP.
(Exact name of registrant as specified in its charter)
DELAWARE | 1-10962 | 95-3797580 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
2180 RUTHERFORD ROAD, CARLSBAD, CALIFORNIA | 92008-7328 | |
(Address of principal executive offices) | (Zip Code) |
(760) 931-1771
Registrant’s telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
Common Stock, $0.01 par value per share | MODG | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry Into a Material Definitive Agreement. |
As previously disclosed, on May 17, 2019, Topgolf Callaway Brands Corp., (the “Company”) and certain of its subsidiaries entered into a Fourth Amended and Restated Loan and Security Agreement with the lenders party thereto from time to time and Bank of America, N.A., as administrative agent and as security trustee for such lenders (as amended, restated, supplemented or otherwise modified from time to time, the “ABL Agreement”).
On February 14, 2023, the Company entered into an amendment to the ABL Agreement (the “Seventh Amendment” and, the ABL Agreement as amended by the Seventh Amendment, the “Amended ABL Agreement”), which among other things, temporarily increases the maximum aggregate principal amount of the senior secured asset-based revolving credit facilities under the Amended ABL Agreement from $400,000,000 to $450,000,000, by increasing the U.S. facility thereunder by a maximum aggregate principal amount of $50,000,000 during the four-month period commencing on February 15, 2023 and ending on June 15, 2023, in each case, subject to borrowing base availability under the applicable facility.
The foregoing description is qualified in its entirety by reference to the Seventh Amendment, a copy of which is attached as Exhibit 10.1 and incorporated by reference in its entirety in this Item 1.01.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above in Item 1.01 is incorporated by reference in this Item 2.03.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit 10.1 | Seventh Amendment to Fourth Amended and Restated Loan and Security Agreement, dated as of February 14, 2023, by and among Topgolf Callaway Brands Corp., certain subsidiaries of Topgolf Callaway Brands Corp., the financial institutions party thereto from time to time as lenders and Bank of America, N.A., as administrative agent and security trustee. | |
Exhibit 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.
TOPGOLF CALLAWAY BRANDS CORP. | ||||||
Date: February 17, 2023 | By: | /s/ Brian P. Lynch | ||||
Brian P. Lynch | ||||||
Executive Vice President, Chief Financial Officer and Chief Legal Officer |