Item 1.01 Entry Into a Material Definitive Agreement.

Agreement and Plan of Merger

On October 27, 2020, Callaway Golf Company, a Delaware corporation ("Callaway"), entered into a definitive agreement to acquire Topgolf International, Inc., a Delaware corporation ("Topgolf"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement") by and among Callaway, Topgolf and 51 Steps, Inc., a Delaware corporation and wholly-owned subsidiary of Callaway ("Merger Sub"). The Merger Agreement provides that, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Callaway will acquire Topgolf by way of a merger of Merger Sub with and into Topgolf, with Topgolf surviving as a wholly-owned subsidiary of Callaway (the "Merger").

Callaway currently estimates that it will issue approximately 90 million shares of common stock to the stockholders of Topgolf (excluding Callaway) for 100% of the outstanding equity of Topgolf (the "Merger Consideration"), using an exchange ratio (the "Exchange Ratio") based on an equity value of Topgolf of approximately $1.986 billion (or approximately $1.745 billion excluding Topgolf shares currently held by Callaway) and a price per share of Callaway common stock fixed at $19.40 per share (the "Callaway Share Price"). Callaway currently holds approximately 14.3% of Topgolf's outstanding shares. Upon completion of the Merger, the former Topgolf stockholders (other than Callaway) are expected to own approximately 48.5% of the combined company on a fully diluted basis.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, (a) at the effective time of the Merger (the "Effective Time"), each share of Topgolf preferred stock and each share of Topgolf common stock that is issued and outstanding immediately prior to the Effective Time (other than shares held by Callaway, shares held by Topgolf in treasury or dissenting shares, if any, all of which will be canceled for no consideration), will be converted into the right to receive a number of shares of Callaway common stock equal to its pro rata portion of the Merger Consideration (such number of shares of Callaway common stock to be received for each share of Topgolf common stock, the "per share common stock consideration"), after taking into account the applicable liquidation preferences set forth in Topgolf's organizational documents, (b) at the Effective Time, each outstanding Topgolf stock option that has not been exercised and that is held by an employee or independent contractor of Topgolf, or a Topgolf director who will be appointed to the Callaway board of directors following the consummation of the Merger (each, a "Rollover Option") will be automatically converted into an option to purchase a number of shares of Callaway common stock to be determined by multiplying the number of shares of Topgolf common stock subject to such Rollover Option by an exchange ratio (the "Equity Award Exchange Ratio") calculated by dividing (x) the cash value of the per share common stock consideration assuming a per share price for Callaway common stock of the Callaway Share Price (the "cash equivalent per share common stock consideration") by (y) the Callaway Share Price, with such Rollover Option to have a per share exercise price equal to the per share exercise price of the underlying Topgolf stock option divided by the Equity Award Exchange Ratio, (c) immediately prior to the Effective Time, each outstanding Topgolf stock option that has not been exercised and that is not a Rollover Option (each, a "Settled Stock Option"), will be deemed to be net exercised for a number of shares of Callaway common stock equal (x) to the excess, if any, of the per share common stock consideration over the exercise price of the Settled Stock Option and applicable taxes to be withheld as a result of the deemed exercise, multiplied by the total number of shares of Topgolf common stock subject to such Settled Stock Option immediately prior to the Effective Time, divided by (y) the cash equivalent per share common stock consideration, and (d) at the Effective Time, each outstanding share of Topgolf restricted stock, to the extent then unvested, will be entitled to receive the per share common stock consideration per share of Topgolf restricted stock, subject to the same terms and conditions as were applicable to such share of Topgolf restricted stock immediately prior to the Effective Time, including applicable vesting conditions. Additionally, at the Effective Time, Callaway will assume an existing warrant to purchase Topgolf preferred stock, and such warrant will become a warrant to purchase shares of Callaway common stock.

Callaway and Topgolf agreed to customary representations, warranties and covenants in the Merger Agreement, including covenants relating to obtaining the requisite approval of stockholders of Callaway and Topgolf. Callaway has obtained representation and warranty insurance to cover, subject to certain limitations, losses resulting from potential breaches of Topgolf's representations and warranties made in the Merger Agreement. Callaway and Topgolf have also agreed to various covenants related to the conduct of each of their respective businesses, including, among others, an agreement by each party to conduct and operate its business in the ordinary course consistent with past practice during the period prior to the closing of the Merger, subject to certain limitations.

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In connection with the Merger, Callaway will prepare and file a registration statement on Form S-4 (the "Registration Statement"), in which a proxy statement will be included as a prospectus (the "Proxy Statement"), to register the Callaway common stock to be issued to Topgolf stockholders in connection with the Merger and solicit the approval of Callaway's stockholders of the issuance of Callaway common stock that represents more than 20% of the shares of Callaway common stock outstanding immediately prior to the closing of the Merger to Topgolf stockholders in connection with the Merger, pursuant to the rules and regulations of the New York Stock Exchange. The Registration Statement will also include a consent solicitation statement by which Topgolf will solicit written consents from Topgolf's stockholders to adopt the Merger Agreement and approve the transactions contemplated thereby.

The closing of the Merger is subject to customary conditions, including, among others, (a) the absence of laws in the United States and certain specified jurisdictions enjoining or prohibiting the consummation of the transactions contemplated by the Merger Agreement, (b) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (c) the required approvals by the stockholders of Callaway and Topgolf, (d) the Registration Statement having become effective in accordance with the provisions of the Securities Act of 1933, as amended, and not being subject to any stop order suspending the Registration Statement, (e) the shares of Callaway common stock to be issued in the Merger being approved for listing on the New York Stock Exchange as of the closing, (f) the . . .

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 in Item 1.01 under the heading "Amendment to Credit Facility" is incorporated by reference in this Item 2.03.

Item 8.01 Other Events.

On October 27, 2020, Callaway and Topgolf issued a joint press release captioned "Callaway and Topgolf to Combine, Creating a Global Golf and Entertainment Leader." A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On October 27, 2020, Callaway and Topgolf provided supplemental information regarding the Merger in connection with a presentation to investors. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.




Exhibit 2.1*      Agreement and Plan of Merger, dated as of October 27, 2020, by
                and among Callaway Golf Company, 51 Steps, Inc., and Topgolf
                International, Inc.

Exhibit 10.1      Form of Support Agreement, dated as of October 27, 2020, by and
                among Callaway Golf Company, 51 Steps, Inc. and certain
                stockholders of Topgolf International, Inc.

Exhibit 10.2      Stockholders Agreement, dated as of October 27, 2020, by and
                among Callaway Golf Company and certain stockholders of Topgolf
                International, Inc.

Exhibit 10.3      Registration Rights Agreement, dated as of October 27, 2020, by
                and among Callaway Golf Company, Topgolf International, Inc. and
                certain stockholders of Topgolf International, Inc.

Exhibit 10.4      Fourth Amendment to Fourth Amended and Restated Loan and Security
                Agreement, dated as of October 27, 2020, by and among Callaway Golf
                Company, certain subsidiaries of Callaway Golf Company, and Bank of
                America, N.A., as administrative agent and as security trustee.

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Exhibit 10.5      Commitment Letter, dated as of October 27, 2020, among Callaway
                Golf Company, Bank of America, N.A., JPMorgan Chase Bank, N.A.,
                MUFG Union Bank, N.A, Truist Bank, and Truist Securities, Inc.

Exhibit 99.1      Press Release, dated October 27, 2020, captioned "Callaway and
                Topgolf to Combine, Creating a Global Golf and Entertainment
                Leader."

Exhibit 99.2      Investor Presentation, dated October 27, 2020.

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




*   Certain schedules referenced in the Merger Agreement have been omitted in
    accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted
    schedule and/or exhibit will be furnished supplementally to the Securities
    and Exchange Commission upon request.

Additional Information and Where You Can Find It

Callaway Golf Company will file with the SEC a registration statement on Form S-4, which will include the proxy statement of Callaway Golf Company that also constitutes a prospectus of Callaway Golf Company and a consent solicitation statement of Topgolf International, Inc. (the "proxy statement/prospectus/consent solicitation"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CALLAWAY GOLF COMPANY, TOPGOLF INTERNATIONAL, INC., THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus/consent solicitation and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement/prospectus/consent solicitation and other documents filed with the SEC on Callaway's website at https://www.callawaygolf.com (for documents filed with the SEC by Callaway).

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

Callaway, Topgolf, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Callaway in connection with the proposed transaction. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of Callaway and Topgolf, respectively, in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus/consent solicitation when it is filed with the SEC. Information regarding Callaway's directors and executive officers is contained in Callaway's Annual Report on Form 10-K for the year ended December 31, 2019 and its Revised Definitive Proxy Statement on Schedule 14A, dated March 27, 2020, which are filed with the SEC and can be obtained free of charge from the sources indicated above.

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Forward-Looking Statements

The information in this Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "may," "should," "will," "could," "would," "anticipate," "plan," "believe," "project," "estimate," "expect," "strategy," "future," "likely," and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made and are not guarantees of future performance. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Callaway and Topgolf, including the anticipated operations, financial position, liquidity, performance, prospects or growth and scale opportunities of Callaway, Topgolf or the combined company, the strategies, prospects, plans, expectations or objectives of management of Callaway or Topgolf for future operations of the combined company, any statements regarding the approval and closing of the merger, including the need for stockholder approval and the satisfaction of closing conditions, and statements of belief and any statement of assumptions underlying any of the foregoing.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors relate to, among others: risks and uncertainties related to our pending merger with Topgolf, including the failure to obtain, or delays in obtaining, required regulatory approval, the risk that such approval may result in the imposition of conditions that could adversely affect Callaway or the expected benefits of the proposed transaction, any termination fee that may be payable by Callaway pursuant to the terms of the merger agreement, or the failure to satisfy any of the closing conditions to the proposed transaction on a timely basis or at all; costs, expenses or difficulties related to the merger with Topgolf, including the integration of the Topgolf business; failure to realize the expected benefits and synergies of the proposed transaction in the expected timeframes or at all; the potential impact of the announcement, pendency or consummation of the proposed transaction on relationships with Callaway's and/or Topgolf's employees, customers, suppliers and other business partners; the risk of litigation or regulatory actions to Callaway and/or Topgolf; inability to retain key personnel; changes in legislation or government regulations affecting Callaway and/or Topgolf; uncertainty of the duration, scope and impact of COVID-19; a further spread or worsening of COVID-19; any further regulatory actions taken in response to COVID-19, including the future shutdown of or restrictions on Callaway's or Topgolf's retail locations, venues, distribution centers, manufacturing plants or other facilities; the effectiveness of Callaway's or Topgolf's protective gear, social distancing guidelines, and other preventive or safety measures; disruptions to business operations of Callaway and Topgolf as a result of COVID-19, including disruptions to business operations from travel restrictions, government-mandated or voluntary shut-down orders or quarantines, or voluntary "social distancing" that affects employees, customers and suppliers; continued growth, momentum and opportunities in the golf industry; production delays, closures of manufacturing facilities, retail locations, warehouses and supply and distribution chains; staffing shortages as a result of remote working requirements or otherwise; uncertainty regarding global economic conditions, particularly the uncertainty related to the duration and impact of the COVID-19 pandemic, and related decreases in customer demand and spending; and economic, financial, social or political conditions that could adversely affect Callaway, Topgolf or the proposed transaction.

The foregoing list is not exhaustive. For additional information concerning these and other risks and uncertainties that could affect these statements, the golf industry, and Callaway's business, see Callaway's Annual Report on Form 10-K for the year ended December 31, 2019 as well as other risks and uncertainties detailed from time to time in Callaway's reports on Forms 10-Q and 8-K subsequently filed with the SEC, including the proxy statement/prospectus/consent solicitation that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Callaway undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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