Topgolf Callaway plans to separate into two independent companies

Topgolf Callaway Brands announced that its Board of Directors intends to pursue the separation of its business into two independent companies: Callaway, a leader in golf equipment with a highly complementary Active Lifestyle business, with last twelve months revenue through Q2 2024 of approximately $2.5B; and Topgolf, a category leading, high-growth, pure-play venue-based golf entertainment business, with last twelve months revenue through Q2 2024 of approximately $1.8B. The company expects to effect the separation through a spin-off of the Topgolf business to Topgolf Callaway Brands’ shareholders in a transaction that is intended to be tax-free to both the company and its shareholders for U.S. federal income tax purposes. While the company expects that a spin-off of Topgolf into a stand-alone public company is the most likely separation path, the company will continue to evaluate other options for separation to maximize shareholder value. Management is developing detailed separation plans for further consideration and final approval by the company’s Board of Directors. While the company expects that a spin-off of Topgolf into a stand-alone public company is the most likely separation path, the company will continue to evaluate other options for separation to maximize shareholder value. The company expects to execute the spin-off of Topgolf in the second half of 2025, but there can be no assurance regarding the ultimate timing or terms of the separation or that the separation will ultimately occur.