Topgolf Callaway Brands Corp. completed a series of related transactions in support of a comprehensive plan to refinance its capital structure. Through these transactions, the Company simplified and unified its financial reporting, extended its debt maturities, and improved liquidity.

Summary of Transactions

• Entered into a new $1.25 billion 7-year senior secured term loan B

• A portion of the proceeds were used to refinance the existing $432 million Topgolf Callaway Brands term loan B, $337 million Topgolf term loan B and $175 million Topgolf revolving credit facility, resulting in go-forward cash interest savings of over $12 million per year on this refinanced debt

• The balance of the proceeds will be used to pay down the Topgolf Callaway Brands existing ABL balances and for general corporate purposes

• Upsized and extended the existing Topgolf Callaway Brands $400 million asset-backed lending (ABL) revolving credit facility with a new 5-year $525 million senior secured ABL revolving credit facility

The $1.25 billion senior secured term loan facility, which was privately placed with institutional investors, will accrue interest at an annual rate of SOFR+350, plus an additional 10 basis point credit spread adjustment, and will mature on March 16, 2030. Bank of America, N.A., JPMorgan Chase Bank, N.A., MUFG Securities Americas Inc., and Truist Securities, Inc. acted as Joint Lead Arrangers and Joint Bookrunners.

The $525 million senior secured ABL revolving credit facility, led by Bank of America, N.A. as Administrative Agent, will mature on March 16, 2028.

"We are pleased to announce the successful completion of our debt refinancing, which simplifies and strengthens our capital structure while maintaining modest net leverage and increasing our liquidity by over $300 million," said Brian Lynch, Chief Financial Officer and Chief Legal Officer at Topgolf Callaway Brands. "As we assess our capital allocation priorities, we believe that continuing to invest in the growth of our existing business will create the most long-term value for shareholders. In particular, we view the development of 11 new Topgolf venues per year as a highly attractive investment given our track record of delivering 40% to 50% cash-on-cash returns. Through this new capital structure, we will have more financial flexibility and venue financing options to fund the continued growth of the business, while also remaining on track to deliver positive free cash flow in 2023."