CALLAWAY GOLF COMPANY (NYSE:ELY) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
On August18, 2017, to the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”) by and among Callaway Golf Company, a Delaware corporation (“Callaway”), travisMathew, LLC, a California limited liability company (“TravisMathew”), OTP LLC, a California limited liability company and wholly-owned subsidiary of Callaway (“Merger Sub”), and John Kruger, an individual, in his capacity as the member representative, Callaway acquired TravisMathew by way of a merger of Merger Sub with and into TravisMathew, with TravisMathew surviving as a wholly-owned subsidiary of Callaway (the “Merger”).
As a result of the Merger, Callaway paid an aggregate purchase price of approximately $125.5million in cash, subject to a working capital adjustment. to the terms of the Merger Agreement, at the effective time of the Merger, each unit of limited liability company interest of TravisMathew (each a “Company Unit”) was converted into the right to receive the cash merger consideration, without interest.
Callaway and TravisMathew agreed to customary representations, warranties and covenants in the Merger Agreement. Subject to certain limitations, the holders of Company Units are required to indemnify Callaway for losses resulting from any breaches of TravisMathew’s representations, warranties and covenants made in the Merger Agreement and certain other matters. To supplement the indemnification provided by the holders of Company Units, Callaway has obtained representation and warranty insurance.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Callaway with the Securities and Exchange Commission on August4, 2017, and is incorporated herein by reference.
| Item 2.01 | Regulation FD Disclosure.* |
On August21, 2017, Callaway issued a press release captioned “Callaway Golf Company Completes Acquisition of TravisMathew for $125.5 Million and Updates TravisMathew Financial Guidance.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
| Item 2.01 | Financial Statements and Exhibits.* |
The following exhibit is being furnished herewith:
| Exhibit99.1 | Press Release, dated August21, 2017, captioned “Callaway Golf Company Completes Acquisition of TravisMathew for $125.5Million and Updates TravisMathew Financial Guidance.” |
| * | The information furnished under Item 2.01 and Item 2.01 of this Current Report on Form8-K, including Exhibit99.1, shall not be deemed “filed” for purposes of Section18 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 into any registration statement or filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. |
CALLAWAY GOLF CO ExhibitEX-99.1 2 d429271dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Contact: Brian Lynch Patrick Burke (760) 931-1771 CALLAWAY GOLF COMPANY COMPLETES ACQUISITION OF TRAVISMATHEW FOR $125.5 MILLION AND UPDATES TRAVISMATHEW FINANCIAL GUIDANCE CARLSBAD,…To view the full exhibit click here
About CALLAWAY GOLF COMPANY (NYSE:ELY)
Callaway Golf Company designs, manufactures and sells golf clubs, golf balls, golf bags and other golf-related accessories. The Company has two segments: the golf clubs segment and golf balls segment. The golf clubs segment consists of its woods, hybrids, irons and wedges and Odyssey putters. This segment also includes other golf-related accessories, royalties from licensing of the Company’s trademarks and service marks and sales of pre-owned golf clubs. The golf balls segment consists of the Company’s balls that are designed, manufactured and sold by the Company. The Company sells its products to retailers, directly and through its wholly owned subsidiaries, and to third-party distributors. The Company sells pre-owned golf products through its Website, www.callawaygolfpreowned.com. In addition, the Company sells Odyssey and its products direct to consumers through its Websites www.callawaygolf.com and www.odysseygolf.com.
