Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  Equities  >  Nyse  >  Callaway Golf Company    ELY

CALLAWAY GOLF COMPANY

(ELY)
  Report
Delayed Quote. Delayed Nyse - 07/02 04:00:01 pm
16.98 USD   -2.86%
06/12CALLAWAY NOTES : The Match
PU
05/26CALLAWAY GOLF COMPANY : Ex-dividend day for
FA
05/21CALLAWAY GOLF CO : Regulation FD Disclosure (form 8-K)
AQ
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
News SummaryMost relevantAll newsPress ReleasesOfficial PublicationsSector newsMarketScreener Strategies

CALLAWAY GOLF CO : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

share with twitter share with LinkedIn share with facebook
05/04/2020 | 04:13pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

Indenture and Notes

On April 29, 2020, Callaway Golf Company (the "Company") agreed to sell to Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives (the "Representatives") of the several initial purchasers (the "Initial Purchasers"), and the Initial Purchasers agreed to purchase from the Company, $225,000,000 aggregate principal amount of the Company's 2.75% Convertible Senior Notes due 2026 (the "base notes offering"), pursuant to a purchase agreement (the "Purchase Agreement") by and among the Company and the Representatives. The Company also granted the Initial Purchasers an option to purchase, from the Company, up to an additional $33,750,000 aggregate principal amount of notes (together with the base notes offering, the "notes") pursuant to the Purchase Agreement. The Initial Purchasers fully exercised this option on April 30, 2020. The issuance of the notes was consummated on May 4, 2020.

The notes were offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offer and sale of the notes and any shares of the Company's common stock issuable upon conversion thereof have not been registered under the Securities Act or any applicable state securities laws, and the notes and any such shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and any applicable state securities laws. This report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The notes were issued pursuant to, and are governed by, an Indenture, dated as of May 4, 2020 (the "Indenture"), between the Company and Wilmington Trust, National Association, as trustee (the "Trustee").

The notes bear interest at a rate of 2.75% per annum on the principal amount thereof, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020, to the noteholders of record of the notes as of the close of business on the immediately preceding April 15 and October 15, respectively. The notes will mature on May 1, 2026, unless earlier redeemed or repurchased by the Company or converted.

The notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company's existing and future senior, unsecured indebtedness, senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the notes and effectively subordinated to the Company's existing and future senior secured indebtedness, to the extent of the value of the collateral securing that indebtedness, including the Company's senior secured asset-based revolving credit facility and Term Loan B facility. The notes will be structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries.

Holders may convert their notes at their option only in the following circumstances:

     •  during any calendar quarter commencing after the calendar quarter ending
        on September 30, 2020 (and only during such calendar quarter), if the last
        reported sale price per share of the Company's common stock exceeds 130%
        of the conversion price for each of at least 20 trading days, whether or
        not consecutive, during the 30 consecutive trading days ending on, and
        including, the last trading day of the immediately preceding calendar
        quarter;


     •  during the five consecutive business days immediately after any 10
        consecutive trading day period (such 10 consecutive trading day period,
        the "measurement period") in which the trading price per $1,000 principal
        amount of notes for each trading day of the measurement period was less
        than 98% of the product of the last reported sale price per share of the
        Company's common stock on such trading day and the conversion rate on such
        trading day;


     •  upon the occurrence of certain corporate events or distributions on the
        Company's common stock, as provided in the Indenture;


  • if the Company calls such notes for redemption; and


     •  at any time from, and including, February 1, 2026 until the close of
        business on the second scheduled trading day immediately before the
        maturity date.

--------------------------------------------------------------------------------

The initial conversion rate for the notes is 56.7698 shares of the Company's common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $17.61 per share of the Company's common stock, and is subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture. Upon conversion, the Company may choose to pay or deliver, as applicable, cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock.

Upon the occurrence of a "Make-Whole Fundamental Change" (as defined in the Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time.

In addition, upon the occurrence of a "Fundamental Change" (as defined in the Indenture), holders of the notes may require the Company to repurchase their notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The events of default, as set forth in the Indenture, include (i) default by the Company in the payment when due (whether at maturity, upon redemption or repurchase upon fundamental change or otherwise) of the principal of, or the redemption price or fundamental change repurchase price for, any note, (ii) default by the Company for 30 consecutive days in the payment when due of interest on any note, (iii) failure by the Company to deliver, when required by the Indenture, (x) a fundamental change notice, (y) a notice of a make-whole fundamental change or (z) a notice of certain corporate events as provided in the Indenture, if, only in the case of clause (x) or clause (y), such failure is not cured within five business days after its occurrence, (iv) default by the Company in its obligations to convert a note in accordance with the Indenture upon the exercise of the conversion right with respect thereto, if such default is not cured within three business days after its occurrence, (v) default by the Company in its obligations under the Indenture in respect of certain consolidation, merger and asset sale transactions, (vi) default by the Company in any of its other obligations or agreements under the Indenture or the notes (other than a default set forth in clauses (i), (ii), (iii), (iv) or (v) above) where such default is not cured or waived within 60 days after notice is given in accordance with the Indenture, (vii) certain defaults by the Company or any . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet.

The disclosure set forth under the heading "Indenture and Notes" in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth under the heading "Indenture and Notes" in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The notes were issued to the Initial Purchasers in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The notes were resold by the Initial Purchasers to persons whom the Initial Purchasers reasonably believe are "qualified institutional buyers" in accordance with Rule 144A under the Securities Act. Any shares of the Company's common stock that may be issued upon conversion of the notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 19,095,931 shares of the Company's common stock may be issued upon conversion of the notes, based on the initial maximum conversion rate of 73.8007 shares of common stock per $1,000 principal amount of notes, which is subject to customary anti-dilution adjustment provisions.

Item 9.01 Financial Statements and Exhibits.



  (d) Exhibits.


Exhibit
  No.                                      Description

 4.1          Indenture, dated as of May 4, 2020, between Callaway Golf Company and
            Wilmington Trust, National Association

 4.2          Form of 2.75% Convertible Senior Notes due May 1, 2026 (included as
            Exhibit A to Exhibit 4.1)

10.1          Confirmation of Base Capped Call Transaction, dated April 29, 2020,
            between Callaway Golf Company and Goldman Sachs & Co. LLC

10.2          Confirmation of Base Capped Call Transaction, dated April 29, 2020,
            between Callaway Golf Company and Bank of America, N.A.

10.3          Confirmation of Base Capped Call Transaction, dated April 29, 2020,
            between Callaway Golf Company and Morgan Stanley & Co. LLC

10.4          Confirmation of Additional Capped Call Transaction, dated April 30,
            2020, between Callaway Golf Company and Goldman Sachs & Co. LLC

10.5          Confirmation of Additional Capped Call Transaction, dated April 30,
            2020, between Callaway Golf Company and Bank of America, N.A.

10.6          Confirmation of Additional Capped Call Transaction, dated April 30,
            2020, between Callaway Golf Company and Morgan Stanley & Co. LLC

104         Cover Page Interactive Data File - the cover page XBRL tags are embedded
            within the Inline XBRL document.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

share with twitter share with LinkedIn share with facebook
Latest news on CALLAWAY GOLF COMPANY
06/12CALLAWAY NOTES : The Match
PU
05/26CALLAWAY GOLF COMPANY : Ex-dividend day for
FA
05/21CALLAWAY GOLF CO : Regulation FD Disclosure (form 8-K)
AQ
05/15CALLAWAY GOLF CO : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Ye..
AQ
05/12CALLAWAY GOLF COMPANY : Declares Quarterly Dividend
PR
05/11CALLAWAY GOLF : Management's Discussion and Analysis of Financial Condition and ..
AQ
05/11CALLAWAY GOLF : Donates Over $100,000 To MedShare For Their COVID-19 Relief Effo..
PR
05/07CALLAWAY : 1Q Earnings Snapshot
AQ
05/07CALLAWAY GOLF CO : Results of Operations and Financial Condition, Financial Stat..
AQ
05/04CALLAWAY GOLF CO : Entry into a Material Definitive Agreement, Creation of a Dir..
AQ
More news