8-K
DE CA false 0000837465 0000837465 2023-03-06 2023-03-06

 

 

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

March 6, 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

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

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
Symbol(s)

 

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 7.01

Regulation FD Disclosure.*

On March 6, 2023, Topgolf Callaway Brands Corp., a Delaware corporation (the “Company”), announced that it is seeking to (a) incur a new senior secured term loan facility to refinance certain existing indebtedness of the Company and its wholly-owned subsidiary, Topgolf International, Inc. (“Topgolf”), and for working capital purposes (the “Term Loan Financing”) and (b) refinance and upsize its existing senior secured asset-based revolving credit facility. In connection with the Term Loan Financing, the Company will be presenting certain information to prospective lenders. A copy of the lender presentation is available on the Investor Relations section of the Company’s website at https://www.topgolfcallawaybrands.com.

 

*

The information furnished in this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


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: March 6, 2023     By:  

/s/ Brian P. Lynch

    Name:   Brian P. Lynch
    Title:   Executive Vice President, Chief Financial Officer and Chief Legal Officer