Item 8.01 Other Events.
On April 30, 2020, Callaway Golf Company issued a press release announcing that
it priced its proposed private offering of $225 million aggregate principal
amount of 2.75% convertible senior notes due 2026 (the "Notes") in a private
placement to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). The offering size was
increased from the previously announced offering size of $200 million aggregate
principal amount of Notes. The issuance and sale of the Notes to the initial
purchasers is expected to settle on May 4, 2020, subject to customary closing
conditions. A copy of the press release is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
Neither the press release nor this Current Report on Form 8-K constitutes an
offer to sell or the solicitation of an offer to buy securities. Any offers of
the securities will be made only by means of a private offering memorandum. The
Notes have not been registered under the Securities Act, and may not be offered
or sold in the United States except pursuant to an effective registration
statement or an exemption from the registration requirements of the Securities
Act and applicable state laws. 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.
(d) Exhibits.
Exhibit 99.1 Press Release dated April 30, 2020 captioned "Callaway Golf
Company Prices $225 Million Convertible Senior Notes Offering."
Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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