UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
As previously disclosed, on May 17, 2019, Topgolf Callaway Brands Corp., (the “Company”) and certain of its subsidiaries entered into a Fourth Amended and Restated Loan and Security Agreement with the lenders party thereto from time to time and Bank of America, N.A., as administrative agent and as security trustee for such lenders (as amended, restated, supplemented or otherwise modified from time to time, the “ABL Agreement”).
On February 14, 2023, the Company entered into an amendment to the ABL Agreement (the “Seventh Amendment” and, the ABL Agreement as amended by the Seventh Amendment, the “Amended ABL Agreement”), which among other things, temporarily increases the maximum aggregate principal amount of the senior secured asset-based revolving credit facilities under the Amended ABL Agreement from $400,000,000 to $450,000,000, by increasing the U.S. facility thereunder by a maximum aggregate principal amount of $50,000,000 during the four-month period commencing on February 15, 2023 and ending on June 15, 2023, in each case, subject to borrowing base availability under the applicable facility.
The foregoing description is qualified in its entirety by reference to the Seventh Amendment, a copy of which is attached as Exhibit 10.1 and incorporated by reference in its 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 in Item 1.01 is incorporated by reference in this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit 10.1 | Seventh Amendment to Fourth Amended and Restated Loan and Security Agreement, dated as of February 14, 2023, by and among Topgolf Callaway Brands Corp., certain subsidiaries of Topgolf Callaway Brands Corp., the financial institutions party thereto from time to time as lenders and Bank of America, N.A., as administrative agent and security trustee. | |
| Exhibit 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TOPGOLF CALLAWAY BRANDS CORP. | ||||||
| Date: February 17, 2023 | By: | /s/ Brian P. Lynch | ||||
| Brian P. Lynch | ||||||
| Executive Vice President, Chief Financial Officer and Chief Legal Officer | ||||||