Topgolf Callaway Brands Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits
$MODG
Recreational Games/Products/Toys
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement.
The information set forth below under the heading “Topgolf Operating Agreement” under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Equity Purchase Agreement
Pursuant to the terms and conditions of the previously disclosed Equity Purchase Agreement, dated as of November 17, 2025 (the “Purchase Agreement”), by and among Topgolf Callaway Brands Corp. (the “Company”), Callaway TG Holdco Inc., a wholly-owned direct subsidiary of the Company (“NewCo” and, together with the Company, the “Sellers”) and LGP TG Aggregator, LLC, an affiliate of Leonard Green & Partners, L.P. (the “Purchaser”), effective January 1, 2026, the Sellers completed the sale of a 60% stake in the Topgolf and Toptracer businesses for approximately $800 million in net proceeds (the “Sale”), comprised of the purchase price for the Topgolf equity interests of $660 million, plus the Company’s proceeds from related financing transactions, net of transaction fees, cash sold and estimated purchase price adjustments made at closing. The net cash proceeds ultimately recognized may change based on customary net working capital and other adjustments to be made pursuant to the Purchase Agreement.
Topgolf Operating Agreement
As previously disclosed, in connection with the completion of the Sale (the “Closing”), the parties entered into an operating agreement of Topgolf Topco, LLC (“TopCo”) to govern the Topgolf business (the “Topgolf Operating Agreement”). Pursuant to the Topgolf Operating Agreement, TopCo will be managed by a board of managers, initially consisting of six managers. Purchaser has the right to appoint three managers and the Company has the right to appoint two managers. The Company has the right to designate one manager if it holds less than 45%, but at least 20%, of the equity interests in TopCo that it held as of the Closing, and will not have the right to designate any managers if it ceases to hold at least 20% of the equity interests in TopCo that it held as of the Closing. For a period of two years after the Closing, the Company is restricted from transferring its interests in TopCo, except to certain permitted transferees or in connection with customary drag along and tag along rights, without the unanimous prior written consent of the board of managers. Thereafter, the Company will be able to transfer its equity interests in TopCo to a third party. Other than certain exceptions, transfers of equity interests by either Purchaser or the Company are subject to a right of first offer in favor of the other party as well as tag-along rights. The Company has certain consent rights and consultation rights over material actions of TopCo and its subsidiaries, including over significant acquisitions and dispositions and the incurrence of certain indebtedness, which it will maintain until its equity ownership percentage falls below certain specified thresholds. Each member of TopCo is also entitled to certain quarterly tax distributions pursuant to the Topgolf Operating Agreement.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission November 18, 2025, and the Topgolf Operating Agreement, which is attached hereto as Exhibit 10.1, and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.*
On January 5, 2026, the Company issued a press release captioned “Topgolf Callaway Brands Completes Sale of Majority Stake of Topgolf to Leonard Green & Partners.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.*
(b) Pro forma financial information | |||||||||||
| Unaudited pro forma financial information of the Company to give effect to the transactions contemplated by the Purchase Agreement is included as Exhibit 99.2 filed herewith and is incorporated by reference into this Item 9.01(b). | |||||||||||
(d) Exhibits | |||||||||||
| 10.1** | |||||||||||
| 99.1 | |||||||||||
| 99.2 | |||||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | ||||||||||
* The information furnished in this Current Report on Form 8-K (including Exhibit 99.1) 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.
** Certain schedules, exhibits and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules, exhibits and annexes upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules, exhibits or annexes so furnished.
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: January 7, 2026 | By: | /s/ Heather D. McAllister | ||||||
| Name: | Heather D. McAllister | |||||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||||