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Financing Arrangements
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Financing Arrangements Financing Arrangements
Our credit facilities and long-term debt obligations are summarized as follows (in millions):
Maturity DateInterest RateDecember 31, 2024December 31, 2023
Short-Term Credit Facilities
2023 ABL Credit FacilityMarch 16, 20285.68%$— $26.3 
2022 Japan ABL Credit FacilityJanuary 25, 20251.21%25.4 28.4 
Total Principal Amount$25.4 $54.7 
Unamortized Debt Issuance Costs$3.4 $4.5 
Balance Sheet Location
ABL Credit FacilitiesAsset-based credit facilities$25.4 $54.7 
Unamortized Debt Issuance Costs - CurrentPrepaid expenses$1.1 $1.1 
Unamortized Debt Issuance Costs - Non-currentOther long-term assets$2.3 $3.4 
Maturity DateInterest RateDecember 31, 2024December 31, 2023
Long-Term Debt and Credit Facilities
2023 Term Loan BMarch 16, 20307.36%$1,178.1 $1,240.6 
Convertible NotesMay 1, 20262.75%258.3 258.3 
Equipment NotesJuly 24, 2025 - December 21, 2027
2.36% - 5.93%
11.7 19.2 
Mortgage LoansJuly 1, 2033 - July 29, 2036
9.75% - 11.31%
44.3 45.4 
Financed Tenant ImprovementsFebruary 1, 20358.00%3.1 3.3 
Total Principal Amount$1,495.5 $1,566.8 
Less: Unamortized Debt Issuance Costs22.3 31.5 
Total Debt, net of Unamortized Debt Issuance Costs$1,473.2 $1,535.3 
Balance Sheet Location
Long-Term Debt - CurrentOther current liabilities$15.3 $17.1 
Long-Term Debt - Non-currentLong-term debt1,457.9 1,518.2 
Total Debt, net of Unamortized Debt Issuance Costs$1,473.2 $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 our consolidated statement of operations, is summarized as follows (in millions):
Year Ended December 31,
202420232022
Short-Term Credit Facilities
2023 ABL Credit Facility$1.9 $7.4 $4.3 
2022 Japan ABL Credit Facility0.3 0.3 0.3 
Total$2.2 $7.7 $4.6 
Long-Term Debt and Credit Facilities
2023 Term Loan B$104.9 $90.9 $— 
Convertible Notes7.1 7.1 7.1 
Equipment Notes0.6 0.8 0.7 
Financed Tenant Improvements0.3 0.3 — 
Mortgage Loans4.6 4.7 4.8 
2019 Term Loan B— 8.6 31.2 
Topgolf Term Loan— 7.8 29.9 
Topgolf Revolving Credit Facility— 2.7 4.4 
Total$117.5 $122.9 $78.1 
Short-Term Credit Facilities and Available Liquidity
2023 Asset-Based Revolving Credit Facility
We have a senior secured asset-based revolving credit facility (the “2023 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 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 (in each case, other than certain excluded assets). The 2023 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 ABL Credit Facility may fluctuate, as specified in the loan and security agreement governing the 2023 ABL Credit Facility, depending on our “Availability Ratio,” as defined therein, and any unused portions of the 2023 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 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
Our Japan subsidiary was party to an asset-based revolving credit facility with the Bank of Tokyo-Mitsubishi UFJ (the “2022 Japan ABL Credit Facility”) which provided a line of credit to our Japan subsidiary of up to 6.0 billion Japanese Yen (or approximately $38.1 million using the exchange rate in effect as of December 31, 2024) subject to borrowing base availability under the facility, and was secured by certain assets, including eligible inventory and accounts receivable of our Japan subsidiary which were 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 was subject to an effective interest rate equal to the Tokyo Interbank Offered Rate (“TIBOR”) plus 0.80%. As of December 31, 2024, our remaining borrowing base availability under the 2022 Japan ABL Credit Facility was 2.0 billion Japanese Yen ($12.7 million). The 2022 Japan ABL Credit Facility matured on January 25, 2025.
In January 2025, our Japan subsidiary entered into a new 3-year asset-based revolving credit facility (“2025 Japan ABL Credit Facility”) with Mizuho Bank that has an expiration date of January 21, 2028. The 2025 Japan ABL Credit Facility provides a line of credit to our Japan subsidiary of up to 9.0 billion Japanese Yen (or approximately $58.0 million using the exchange rate in effect as of January 31, 2025) subject to borrowing base availability under the facility, and 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 2025 Japan ABL Credit Facility is subject to an effective interest rate equal to TIBOR plus 0.70%.
Consolidated available liquidity is comprised of cash on hand and amounts available under our U.S. and Japan ABL credit facilities, less outstanding letters of credit and outstanding borrowings. Our average availability and weighted-average interest rate under our 2023 ABL Credit Facility and 2022 Japan ABL Credit Facility, as well as our consolidated available liquidity were as follows for the periods presented (in millions except interest rates):
Year Ended December 31,
20242023
2023 ABL Credit Facility
Average availability$410.2 $354.6 
Weighted-average interest rate5.29 %5.88 %
2022 Japan ABL Credit Facility
Average availability$13.0 $6.0 
Weighted-average interest rate1.01 %0.88 %
Consolidated Available Liquidity$796.9 $742.6 
Long-Term Debt
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 “2019 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 as 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 consolidated statement of operations for the year ended December 31, 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 consolidated statement of operations during the first quarter of 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 consolidated balance sheet.
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.
In July 2022, in accordance with the terms of the indenture under which the Convertible Notes were issued, holders of our Convertible Notes elected to convert $0.5 million of Convertible Notes into 25,602 shares of our common stock. The Convertible Notes were converted at a conversion rate of 56.8 shares of our common stock per $1,000 principal amount of Convertible Notes.
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 $26.74 per share. The initial cost of the Capped Calls was a reduction to additional paid-in-capital on our consolidated balance sheet.
In connection with the conversion of $0.5 million of Convertible Notes in July 2022, we and the counterparties entered into a partial termination of the Capped Calls with respect to the Convertible Notes converted, which resulted us receiving 3,499 shares of our common stock from the counterparties.
Equipment Notes
We have long-term financing agreements (the “Equipment Notes”) with various lenders which we use in order 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 December 31, 2024.
(in millions)
2025$18.6 
2026276.4 
202715.5 
202813.7 
202913.9 
Thereafter1,157.4 
Total aggregate amount of maturities1,495.5 
Less: Unamortized Debt Issuance Costs22.3 
Total aggregate amount of maturities, net of Unamortized Debt Issuance Costs$1,473.2 
As of December 31, 2024, we were in compliance with all fixed charge coverage ratios and all other financial covenants and reporting requirements under the terms of our credit facilities and long-term debt mentioned above, as applicable.