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Financing Arrangements | 9 Months Ended
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Sep. 30, 2024
Debt Disclosure [Abstract] |
Financing Arrangements | Financing Arrangements Our credit facilities and long-term debt obligations are summarized as follows (in millions, except interest rates):
|  |  |  |  |  | September 30, |  | December 31,
|  | Maturity Date |  | Interest Rate |  | 2024 |  | 2023
Short-Term Credit Facilities |  |  |  |  |  |  |  |
2023 U.S. ABL Credit Facility |  | March 16, 2028 |  | 4.88% |  | $ | 13.2 |  |  | $ | 26.3 |
2022 Japan ABL Credit Facility |  | January 25, 2025 |  | 1.15% |  | 27.8 |  |  | 28.4 |
Total Principal Amount |  |  |  |  |  | $ | 41.0 |  |  | $ | 54.7 |
Unamortized Debt Issuance Costs |  |  |  |  |  | $ | 3.6 |  |  | $ | 4.5 |
|  | Balance Sheet Location |  |  |  |  |  |
Total Principal Amount |  | Asset-based credit facilities |  |  |  | $ | 41.0 |  |  | $ | 54.7 |
Unamortized Debt Issuance Costs - ST |  | Prepaid expenses |  |  |  | $ | 1.1 |  |  | $ | 1.1 |
Unamortized Debt Issuance Costs - LT |  | Other long-term assets |  |  |  | 2.5 |  |  | 3.4 |
Total Unamortized Debt Issuance Costs |  |  |  |  |  | $ | 3.6 |  |  | $ | 4.5 |
|  |  |  |  |  | September 30, |  | December 31,
|  | Maturity Date |  | Interest Rate |  | 2024 |  | 2023
Long-Term Debt and Credit Facilities |  |  |  |  |  |  |  |
2023 Term Loan B |  | March 16, 2030 |  | 7.85% |  | $ | 1,181.2 |  |  | $ | 1,240.6 |
Convertible Notes |  | May 1, 2026 |  | 2.75% |  | 258.3 |  |  | 258.3 |
Equipment Notes |  | July 24, 2025 - December 21, 2027 |  | 2.36% - 5.93% |  | 13.1 |  |  | 19.2 |
Mortgage Loans |  | July 1, 2033 - July 29, 2036 |  | 9.75% - 11.31% |  | 44.5 |  |  | 45.4 |
Financed Tenant Improvements |  | February 1, 2035 |  | 8.00% |  | 3.2 |  |  | 3.3 |
Total Principal Amount |  |  |  |  |  | $ | 1,500.3 |  |  | $ | 1,566.8 |
Less: Unamortized Debt Issuance Costs |  |  |  | 23.5 |  |  | 31.5 |
Total Debt, net of Unamortized Debt Issuance Costs |  |  |  | $ | 1,476.8 |  |  | $ | 1,535.3 |
|  | Balance Sheet Location |  |  |  |  |  |
Long-Term Debt - Current |  | Other current liabilities |  |  |  | $ | 15.6 |  |  | $ | 17.1 |
Long-Term Debt - Non-current |  | Long-term debt |  |  |  | 1,461.2 |  |  | 1,518.2 |
Total Debt, net of Unamortized Debt Issuance Costs |  |  |  | $ | 1,476.8 |  |  | $ | 1,535.3 |
Total interest and amortization expense related to our credit facilities and long-term debt obligations, which is included in “Interest expense, net” in the condensed consolidated statement of operations, is summarized as follows (in millions):
| Three Months Ended September 30, |  | Nine Months Ended September 30, |  |
| 2024 |  | 2023 |  | 2024 |  | 2023 |  |
Short-Term Credit Facilities |  |  |  |  |  |  |  |  |
2023 U.S. ABL Credit Facility | $ | 0.5 |  |  | $ | 0.9 |  |  | $ | 1.7 |  |  | $ | 6.5 |  |  |
2022 Japan ABL Credit Facility | 0.1 |  |  | 0.1 |  |  | 0.2 |  |  | 0.3 |  |  |
Total | $ | 0.6 |  |  | $ | 1.0 |  |  | $ | 1.9 |  |  | $ | 6.8 |  |  |
Long-Term Debt and Credit Facilities |  |  |  |  |  |  |  |  |
2023 Term Loan B | $ | 25.9 |  |  | $ | 29.1 |  |  | $ | 81.0 |  |  | $ | 61.7 |  |  |
Convertible Notes | 1.7 |  |  | 1.7 |  |  | 5.3 |  |  | 5.3 |  |  |
Equipment Notes | 0.1 |  |  | 0.2 |  |  | 0.4 |  |  | 0.7 |  |  |
Financed Tenant Improvements | 0.1 |  |  | — |  |  | 0.2 |  |  | — |  |  |
Mortgage Loans | 1.2 |  |  | 1.2 |  |  | 3.5 |  |  | 3.5 |  |  |
Term Loan B | — |  |  | — |  |  | — |  |  | 8.6 |  |  |
Topgolf Term Loan | — |  |  | — |  |  | — |  |  | 7.8 |  |  |
Topgolf Revolving Credit Facility | — |  |  | — |  |  | — |  |  | 2.7 |  |  |
Total | $ | 29.0 |  |  | $ | 32.2 |  |  | $ | 90.4 |  |  | $ | 90.3 |  |  |
Short-Term Credit Facilities and Available Liquidity 2023 U.S. Asset-Based Revolving Credit Facility We have an asset-based revolving credit facility (the “2023 U.S. ABL Credit Facility”) with Bank of America, N.A. and other lenders, which provides for senior secured asset-based revolving credit facilities in an aggregate principal amount of up to $525.0 million and consists of U.S., Canadian, German, and U.K./Dutch facilities, in each case, subject to borrowing base availability under the applicable facility. Amounts outstanding under the 2023 U.S. ABL Credit Facility are secured by a first priority lien on certain of our assets and certain of the assets of our subsidiaries in the United States, Germany, Canada, the Netherlands, and the United Kingdom (other than certain excluded subsidiaries) and a second-priority lien on substantially all of our and such subsidiaries’ other assets. The 2023 U.S. ABL Credit Facility includes customary affirmative and negative covenants, including among other things, restrictions on the incurrence of additional debt, liens, dividends and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions, as well as customary events of default. We are also subject to compliance with a 1.0:1.0 minimum fixed charge coverage ratio during certain specified periods in which our borrowing base availability falls below 10.0% of the maximum aggregate principal amount of the facility. The interest rate applicable to outstanding borrowings under the 2023 U.S. ABL Credit Facility may fluctuate depending on our “Availability Ratio,” as defined in the loan and security agreement governing the 2023 U.S. ABL Credit Facility, and any unused portions of the 2023 U.S. ABL Credit Facility are subject to a monthly fee of 0.25% per annum. On July 2, 2024, we entered into an amendment to the 2023 U.S. ABL Credit Facility in order to, among other things, replace Canadian Dollar Offered Rate (CDOR) as a reference rate for Canadian dollar-denominated loans under the Canadian facility with a term Canadian Overnight Repo Rate Average (CORRA)-based rate. 2022 Japan ABL Credit Facility We have an asset-based revolving credit facility (the “2022 Japan ABL Credit Facility”) with the Bank of Tokyo-Mitsubishi UFJ, which provides a line of credit to our Japan subsidiary of up to 6.0 billion Yen (or approximately $41.8 million), is subject to borrowing base availability under the facility and is secured by certain assets, including eligible inventory and accounts receivable of our Japan subsidiary which are subject to certain restrictions and covenants related to certain pledged assets and financial performance metrics. The interest rate applicable to outstanding borrowings under the 2022 Japan ABL Credit Facility is subject to an effective interest rate equal to the Tokyo Interbank Offered Rate plus 0.80%. The following table summarizes borrowings for the nine months ended September 30, 2024, availability and interest rates for the trailing twelve months ended September 30, 2024, and consolidated available liquidity related to our short-term credit facilities as of the nine months ended September 30, 2024. Consolidated available liquidity is comprised of cash on hand and amounts available under our 2023 U.S. ABL Credit Facility and 2022 Japan ABL Credit Facility, less outstanding letters of credit and outstanding borrowings.
(in millions, except interest rates) | September 30, 2024
2023 U.S. ABL Credit Facility |
Average borrowings | $ | 23.0 |
Average availability | $ | 409.4 |
Weighted average interest rate | 5.40 | %
2022 Japan ABL Credit Facility |
Total facility | $ | 41.8 |
Net availability | $ | 13.9 |
Consolidated Available Liquidity | $ | 863.0 |
Long-Term Debt and Credit Facilities 2023 Term Loan B In March 2023, as part of a comprehensive debt refinancing plan (the “Refinancing Plan”), we entered into a senior secured term loan B facility (as amended, the “2023 Term Loan B”) with Bank of America, N.A. as administrative agent, and the financial institutions party thereto as lenders, in an original aggregate principal amount of $1,250.0 million, which was issued net of an original issuance discount of $12.5 million. As part of the Refinancing Plan, we used a portion of the net proceeds from the 2023 Term Loan B for the repayment of outstanding principal, interest and fees associated with our previous term loan B facility (the “Term Loan B”), as well as the previous credit facilities of our Topgolf operating segment, which consisted of a senior secured term loan facility (the “Topgolf Term Loan”) and a senior secured revolving credit facility (the “Topgolf Revolving Credit Facility”). We accounted for the transactions associated with the Refinancing Plan and 2023 Term Loan B as a debt modification, and a s a result we recognized a non-cash loss of $10.5 million within other income (expense), net, and $2.3 million of third-party fees within selling, general and administrative expense in our condensed consolidated statement of operations for the nine months ended September 30, 2023. Additionally, we deferred $11.0 million in debt issuance costs in connection with the transaction. On March 19, 2024, we entered into an amendment to the 2023 Term Loan B (the “First Amendment”) in order to, among other things, decrease the interest rate applicable to the outstanding term loans thereunder. The interest rate on outstanding borrowings under the 2023 Term Loan B are, at our option, a rate per annum equal to: (a) a term SOFR-based rate (“Term SOFR”) (subject to a 0% floor) plus an applicable margin of 2.75% or 3.00%, depending on our applicable debt rating, as defined in the credit agreement governing the 2023 Term Loan B; or (b) a base rate equal to the sum of (i) the greater of (A) the greater of the federal funds rate and the overnight bank funding rate published by the Federal Reserve Bank of New York, plus 0.50%, (B) Term SOFR for a one-month interest period plus 1.0% (and subject to a 1% floor), (C) the prime rate announced by Bank of America from time to time, and (D) 1.0%, plus (ii) an applicable margin of 1.75% or 2.00%, depending on our applicable debt rating. The First Amendment was accounted for as a partial debt modification and partial debt extinguishment, which resulted in a non-cash loss of $4.7 million related to the write-off of unamortized debt issuance costs and original issuance discounts for prior lenders under our 2023 Term Loan B who did not participate in the First Amendment. This non-cash loss was recognized in other income (expense), net in our condensed consolidated statement of operations during the three months ended March 31, 2024. Additionally, we also incurred $1.1 million of fees related to the transaction, of which $0.2 million were recognized as deferred debt issuance costs and $0.9 million were recognized as selling, general and administrative expense during the three months ended March 31, 2024. Debt issuance costs and original issuance discounts related to the 2023 Term Loan B are amortized into interest expense over the term of the loan and are included as a reduction to long-term debt in our condensed consolidated balance sheet as of September 30, 2024. The 2023 Term Loan B includes customary affirmative and negative covenants, including among other things, restrictions on the incurrence of additional debt, liens, dividends and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions, as well as customary events of default. The 2023 Term Loan B is not subject to any financial covenants and, subject to certain customary exceptions, is guaranteed by certain of our direct and indirect wholly-owned U.S. subsidiaries and secured by substantially all of our assets and the assets of each such subsidiary guarantor. On May 31, 2024, we made an additional discretionary $50.0 million principal payment on the 2023 Term Loan B. Convertible Notes We have convertible senior notes issued in May 2020 (the “Convertible Notes”) which are structurally subordinated to all existing and future indebtedness and other liabilities and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries. The Convertible Notes are convertible into shares of our common stock at an initial conversion rate of 56.8 shares per $1,000 of principal, or an initial conversion price of $17.62 per share, and interest is payable on the Convertible Notes semi-annually in arrears on May 1 and November 1 of each year. As of May 6, 2023, we have the option to settle all or part of the Convertible Notes through cash settlement, physical settlement, or combination settlement at our election, subject to certain stipulations. Additionally, all or any portion of the Convertible Notes may be converted at the conversion rate and at the holders’ option on or after February 1, 2026 until the close of business on the second trading day immediately prior to the maturity date, and upon the occurrence of certain contingent conversion events. Capped Call In connection with the pricing of the Convertible Notes, we entered into privately negotiated capped call transactions with certain counterparties (“Capped Calls”). The Capped Calls cover the aggregate number of shares of our common stock that initially underlie the Convertible Notes, and are generally expected to reduce potential dilution and/or offset any cash payments we are required to make related to any conversion of the Convertible Notes. The Capped Calls, which each have an exercise price of $17.62 per share, are subject to certain adjustments and each have a cap price of $26.84 per share. The initial cost of the Capped Calls was a reduction to additional paid-in-capital on our condensed consolidated balance sheet. Equipment Notes We have long-term financing agreements (the “Equipment Notes”) with various lenders which we use to invest in certain facilities and information technology equipment. The loans are secured by the relative underlying equipment. Mortgage Loans We have three mortgage loans related to our Topgolf venues which are secured by the assets of each respective venue and require either monthly (i) principal and interest payments or (ii) interest-only payments until their maturity dates. For loans requiring monthly interest-only payments, the entire unpaid principal balance and any unpaid accrued interest is due on the maturity date thereof. Aggregate Amount of Long-Term Debt Maturities The following table presents our combined aggregate amount of maturities for our long-term debt over the next five years and thereafter as of September 30, 2024.
|  | (in millions)
Remainder of 2024 |  | $ | 4.6 |
2025 |  | 18.6 |
2026 |  | 276.4 |
2027 |  | 15.5 |
2028 |  | 13.7 |
Thereafter |  | 1,171.5 |
Total aggregate amount of maturities |  | $ | 1,500.3 |
Less: Unamortized debt issuance costs |  | 23.5 |
Total aggregate amount of maturities, net of unamortized debt issuance costs |  | $ | 1,476.8 |
As of September 30, 2024, we were in compliance with all fixed charge coverage ratios and all other covenants and reporting requirements under the terms of our long-term debt and credit facilities mentioned above, as applicable.

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