Callaway Closes on $2.66B Acquisition of Topgolf

A look inside the Topgolf in Orlando, Florida. (Courtesy: Topgolf)

Callaway Golf wrapped up the all-stock acquisition on March 8th, adding Topgolf’s entertainment venues credited with luring new players to the game to the company’s portfolio.

The deal was first announced in October 2020 and called for Callaway to issue 90 million shares to Topgolf stockholders. Callaway was an early investor in Topgolf dating back to 2006 and already owned a 14% stake in the company.

At the time the acquisition was announced, Callaway’s stock was trading in the $19.40 range, valuing the piece of Topgolf that it didn’t already own at $2 billion. But Callaway’s stock price has been rising ever since the announcement and based on March 8th’s closing price of $29.52 per share, it paid $2.66 billion to acquire the rest of Topgolf beyond its existing ownership.

“The transformational combination has already created and will continue to create meaningful shareholder value,” noted Callaway Chief Executive Chip Brewer, which seemingly was a reference to gains in the company’s share price since the acquisition was announced. “Callaway and Topgolf are just better together,” added Brewer. “Callaway leadership in the global golf equipment market and geographic diversity, combined with Topgolf’s revolutionary platform and access to golfers of all abilities, will allow both companies to accelerate growth and create competitive advantages.” With the purchase complete, Callaway shareholders now own 51.3% of the combined company and former Topgolf shareholders own 48.7%.

Topgolf now operates about 60 venues in North America. Before COVID-19 restrictions, the company reported full-year revenue of $1.05 billion for 2019, according to filings with the U.S. Securities Exchange Commission. They had 23 million visitors to their locations that year, which is nearly as many as the 24 million golfers in the entire U.S. based on research from the National Golf Foundation. They reportedly considered going public at a valuation as high as $4 billion, according to Bloomberg News. Pandemic closures dampened its financial results. Through the first nine months of 2020, Topgolf’s revenues came in at just $485,500, according to the proxy statement for the Callaway transaction, down from $794,100 for the same period the prior year.

Topgolf has been looking to add several new locations. In San Diego, California they have been talking with the Port of San Diego about possibly building a 68,000-square-foot flagship facility on a 7-acre site along East Harbor Drive. The company just announced a new venue in Ft. Myers bringing its total in Florida to six.

“Together with Callaway, Topgolf has the opportunity to build upon its rapid growth story, and bring the Topgolf experience to new communities and advance our mission of making golf a more inclusive and accessible game,” said Erik Anderson, Topgolf’s Executive Chairman.

Callaway posted full-year revenue of $1.6 billion, down slightly from the prior year. During the pandemic golf rounds surged, particularly in the U.S. as the sport was considered a relatively safe outdoor activity. Retail sales, however, declined amid lockdowns.

Callaway added three new members to its Board of Directors as part of the deal, bringing the total number of directors to 13. Brewer will lead the combined company as President and CEO. Topgolf CEO Dolf Eberle will remain through a transition period before stepping down. John Lundgren will remain Chairman of the Board, while Erik Anderson will serve as Vice Chairman.

The combined company will be headquartered in Carlsbad but Topgolf will continue to operate from its headquarters in Dallas.

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