TOPGOLF CALLAWAY BRANDS CORP. Item 1.01 Entry into a Material Definitive Agreement.
On
On
The foregoing description is qualified in its entirety by reference to the Third Amendment and Amendment No. 1, copies of which are attached as Exhibits 10.1 and 10.2, respectively, and incorporated by reference in their entirety in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is incorporated by reference.
Item 8.01 Other Events. Convertible Notes Offering
On
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
COVID-19 Risk Factor
The Company is also supplementing the risk factors contained in Item 1A of its
Annual Report on Form 10-K for the year ended
The COVID-19 pandemic has had and is expected to continue to have a material and adverse effect on our business, financial condition and results of operations.
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The outbreak of COVID-19 has created considerable instability and disruption in
the
We are unable to accurately predict the impact that the COVID-19 pandemic and the resulting disruptions will have on our operations going forward due to the currently unknowable duration, scope and severity of the COVID-19 pandemic and the impact of governmental regulations that might be imposed in response to the pandemic. To date, such disruptions have resulted in, among other things, production delays and closures of our manufacturing facilities, retail locations and warehouses, any or all of which could materially and adversely affect our supply and distribution chains and ability to manage our operations. We may also experience staffing shortages as a result of remote working requirements or otherwise. We have been impacted, and expect to continue to be impacted by, the instability and disruption in global economic and market conditions, and the related decreases in customer demand and spending. To the extent that third parties on whom we rely for revenue, including, among others, our customers and licensees, are negatively impacted by COVID-19, such third parties may be unwilling or unable to make payments otherwise due to us on a timely basis, or at all. In the event of a nonpayment, default or bankruptcy by such third party, our cash flows may be adversely impacted, we may incur costs in protecting our contractual rights, and we may be unable to recognize the revenue that we otherwise expected to receive from such third party.
Although we are taking actions to significantly reduce costs, maximize liquidity and strengthen our operating and financial position, there can be no assurance that such actions will be able to counteract the global economic impacts of the COVID-19 pandemic. If additional financing is required to operate our business, such financing may not be available to us on acceptable terms, or at all. While it is premature to predict the ultimate impact of these developments, we expect our results in the near-term and beyond will be adversely impacted in a significant manner. Furthermore, when conditions return to a more normal state, we may experience difficulties efficiently ramping up our operations to pre-COVID-19 levels in an effective manner.
To the extent the COVID-19 pandemic adversely affects our business, financial
condition and results of operations, it may also have the effect of heightening
many of the other risks described in "Risk Factors" under Item 1A and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" under Item 7 of our Annual Report on Form 10-K for the year ended
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit 10.1 Third Amendment, dated as ofApril 28, 2020 , to the Fourth Amended and Restated Loan and Security Agreement, dated as ofMay 17, 2019 (as amended prior to the Third Amendment), by and among theCallaway Golf Company ,Callaway Golf Sales Company ,Callaway Golf Ball Operations, Inc. ,Ogio International, Inc. , travisMathew, LLC,Jack Wolfskin North America, Inc. ,Callaway Golf Canada Ltd. , JACK WOLFSKIN Ausrüstung fürDraussen GmbH & Co. KGaA,Callaway Golf Europe Ltd. ,Callaway Golf Interactive, Inc. ,Callaway Golf International Sales Company ,Callaway Golf European Holding Company Limited ,Callaway Germany Holdco GmbH ,JW STARGAZER Holding GmbH ,SKYRAGER GmbH ,Jack Wolfskin Retail GmbH ,Bank of America, N.A ., as administrative agent, and certain financial institutions as lenders. Exhibit 10.2 Amendment No. 1, dated as ofApril 28, 2020 , to the Credit Agreement, dated as ofJanuary 4, 2019 , by and amongCallaway Golf Company ,Bank of America, N.A ., as administrative agent, and the financial institutions party thereto. Exhibit 99.1 Press Release datedApril 29, 2020 captioned "Callaway Golf Company Announces Proposed 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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