Posted on March 9, 2021 in Business.
Callaway Golf Company merges with Topgolf
Callaway Golf Company and Topgolf International, Inc. completed their previously announced merger, following shareholder approval of both brands. Out of this association was born a new, state-of-the-art golf entity that is second to none, providing top-notch golf equipment, clothing and entertainment.
Topgolf is a leading golf entertainment company with an innovative platform consisting of its revolutionary outdoor venues, cutting edge technology with the Toptracer and an innovative media platform. Callaway is a leader in the global golf equipment market.
"Callaway and Topgolf are just better together" said Chip Brewer, president and CEO of Callaway. “Callaway's leadership in the global golf equipment market and its geographic diversity, combined with Topgolf's revolutionary technology platform and access to golfers of all skill levels, will allow both companies to accelerate their growth and create competitive advantages. This merger has already created and will continue to create significant value for shareholders. We are very excited to begin this next chapter and look forward to seeing what we can accomplish together. "
Erik Anderson, Executive Chairman of Topgolf, added: “I am extremely proud of all that we have accomplished at Topgolf since our founding in 2000. Our dedicated team of associates, Toptracer's revolutionary technology, and our exclusive media sites and platforms have transformed the intersection of sport and entertainment. With Callaway, Topgolf has the opportunity to continue its history of rapid growth, bring the Topgolf experience to new communities, and further our mission of making golf a more inclusive and accessible game. "
Under the terms of the merger agreement, which was previously announced on October 27, 2020, Callaway issued approximately 90 million common shares to Topgolf shareholders, excluding Callaway, which previously held approximately 14% of the shares. outstanding Topgolf. Immediately after the merger, Callaway shareholders held approximately 51,3% and former Topgolf shareholders (excluding Callaway) held approximately 48,7% of the outstanding shares of the combined company.
Board of directors of the merged company
The board of directors of the merged company now consists of 13 directors, including three new directors appointed by the shareholders of Topgolf. Chip Brewer will continue to lead the combined company as chairman and chief executive officer. Dolf Berle will continue to lead Topgolf's business during the transition period, during which he intends to step down to pursue further leadership opportunities. John Lundgren will remain chairman of the board of the merged company, while Erik Anderson will serve as vice chairman.
The new company's headquarters will be located in Carlsbad, California, and Topgolf will continue to operate from its headquarters in Dallas, Texas.
Goldman Sachs served as financial advisor and Latham & Watkins LLP acted as legal advisor to Callaway. Morgan Stanley & Co. LLC and JP Morgan served as financial advisers and Weil, Gotshal & Manges LLP acted as legal counsel to Topgolf.
Notice of allocation of incentive shares
As part of the merger, and with effect from the closing date, Callaway granted 189 Topgolf employees a total of 385 performance share unit (“PSU”) awards (at target level) and a total of 389 restricted share unit (“RSU”) awards. The grants were granted as part of Callaway's 456 Incentive Plan, which provides for the granting of shares to new Callaway employees. The RSU and PSU awards have been approved by the Board of Directors and / or the Executive Compensation and Succession Committee of Callaway and have been awarded as an incentive to new employees joining Callaway, in accordance with New York Stock Exchange rule 274A.2021.
RSU awards will vest and restrictions will lapse in three equal annual installments commencing on the first anniversary of the grant date, subject to continued employment until each applicable vesting date.
PSUs will vest after three years based on performance against certain financial goals of the company over a three-year period starting January 1, 2021 and ending December 31, 2023. The number of shares earned under of PSUs can be 617 in total if maximum performance is achieved during this three-year period. However, the definitive vesting of PSUs will not take place before the third anniversary of the grant date, after the end of the three-year performance period, and will be subject to continued employment until that date. dated.