0001140361-21-007841.txt : 20210309 0001140361-21-007841.hdr.sgml : 20210309 20210309185033 ACCESSION NUMBER: 0001140361-21-007841 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210308 FILED AS OF DATE: 20210309 DATE AS OF CHANGE: 20210309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dominguez Michael J CENTRAL INDEX KEY: 0001320307 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10962 FILM NUMBER: 21727501 MAIL ADDRESS: STREET 1: C/O PROVIDENCE EQUITY PARTNERS, INC. STREET 2: 50 KENNEDY PLAZA CITY: PROVIDENCE STATE: RI ZIP: 02903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEP TG Investments GP LLC CENTRAL INDEX KEY: 0001849690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10962 FILM NUMBER: 21727502 BUSINESS ADDRESS: STREET 1: C/O PROVIDENCE EQUITY PARTNERS L.L.C. STREET 2: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: (401) 751-1700 MAIL ADDRESS: STREET 1: C/O PROVIDENCE EQUITY PARTNERS L.L.C. STREET 2: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEP TG Investments LP CENTRAL INDEX KEY: 0001849588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10962 FILM NUMBER: 21727503 BUSINESS ADDRESS: STREET 1: C/O PROVIDENCE EQUITY PARTNERS L.L.C. STREET 2: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: (401) 751-1700 MAIL ADDRESS: STREET 1: C/O PROVIDENCE EQUITY PARTNERS L.L.C. STREET 2: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CALLAWAY GOLF CO CENTRAL INDEX KEY: 0000837465 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 953797580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2180 RUTHERFORD RD CITY: CARLSBAD STATE: CA ZIP: 92008-8815 BUSINESS PHONE: 7609311771 MAIL ADDRESS: STREET 1: 2180 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF DATE OF NAME CHANGE: 20070604 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO DATE OF NAME CHANGE: 20070604 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO /CA DATE OF NAME CHANGE: 19940222 3 1 form3.xml FORM 3 X0206 3 2021-03-08 0 0000837465 CALLAWAY GOLF CO ELY 0001849588 PEP TG Investments LP C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 true 0001849690 PEP TG Investments GP LLC C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 true 0001320307 Dominguez Michael J C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 true Common stock, par value $0.01 per share 28775226 D Warrant 25.98 2021-03-08 2026-07-06 Common stock, par value $0.01 per share 130064 D This statement is being filed by the following Reporting Persons: PEP TG Investments LP, PEP TG Investments GP LLC and Michael Dominguez. Each of the Reporting Persons may be deemed to have become a 10% Owner of the Issuer in connection with the consummation of the merger of 51 Steps, Inc., a Delaware corporation and direct and wholly owned subsidiary of Issuer ("Merger Sub"), with and into Topgolf International, Inc., a Delaware corporation ("Topgolf"), with Topgolf surviving such merger as a wholly owned subsidiary of the Issuer (the "Merger"), pursuant to that certain Agreement and Plan of Merger, dated October 27, 2020, by and among the Issuer, Merger Sub and Topgolf. In connection with the Merger, the Issuer issued 28,775,226 shares of common stock, par value $0.01 per share (the "Common Stock"), to PEP TG Investments LP as merger consideration in exchange for shares of Topgolf held by PEP TG Investments LP immediately prior to the Merger. PEP TG Investments GP LLC is the sole general partner of PEP TG Investments LP. By virtue of such relationship, PEP TG Investments GP LLC has shared voting and investment control with respect to the securities held directly by PEP TG Investments LP, and may be deemed to indirectly beneficially own the securities directly held by PEP TG Investments LP. Michael Dominguez is the sole member of PEP TG Investments GP LLC. By virtue of such relationship, Michael Dominguez has shared voting and investment control with respect to the securities held directly by PEP TG Investments GP LLC, and may be deemed to indirectly beneficially own the securities directly held by PEP TG Investments LP. This report shall not be deemed an admission that PEP TG Investments GP LLC or Michael Dominguez is a beneficial owner of the securities held by PEP TG Investments LP, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any. Each of PEP TG Investments GP LLC and Michael Dominguez disclaims any beneficial ownership with respect to such securities, except to the extent of its respective pecuniary interest therein, if any. The Warrant (as defined below) is exercisable to purchase shares of Common Stock at any time or from time to time after the effective time of the Merger, and prior to 5:00 p.m. Eastern Standard Time on July 6, 2026, subject to adjustment pursuant to the terms of the Warrant. The Merger was consummated on March 8, 2021. The exercise price is the amount determined by dividing $11.09 by approximately .4270, the Company Equity Award Exchange Ratio (as defined in the Merger Agreement), rounded up to the nearest whole cent, subject to adjustment pursuant to the terms of the Warrant. In connection with the Merger and pursuant to a Warrant Assumption Agreement (the "Warrant Assumption Agreement"), dated as of October 27, 2020, by and among the Issuer, Topgolf and PEP TG Investments LP, at the effective time of the Merger, the Issuer assumed that certain issued and outstanding Warrant to Purchase Shares of Series E Preferred Stock (the "Original Warrant"), dated July 6, 2016, between Topgolf and PEP TG Investments LP. At the effective time of the Merger and pursuant to the Warrant Assumption Agreement, the Original Warrant was converted into the right to receive 130,064 shares of Common Stock (such warrant as amended by the Warrant Assumption Agreement, the "Warrant"). Exhibit 99.1 (Signatures and Joint Filer Information) is incorporated herein by reference. PEP TG INVESTMENTS LP, by: PEP TG Investments GP LLC, by: Michael Dominguez /s/ Michael Dominguez 2021-03-09 EX-99.1 2 brhc10021464_99-1.htm EXHIBIT 99.1
Exhibit 99.1
 
Joint Filer Information
 
Name of Joint Filer:
PEP TG INVESTMENTS GP LLC
Address of Joint Filer:
c/o Providence Equity Partners L.L.C.
 
50 Kennedy Plaza, 18th Floor
 
Providence, RI 02903

Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Callaway Golf Company [ELY]
   
Date of Event
  
Requiring Statement (Month/Day/Year):
March 8, 2021
   
Designated Filer:
PEP TG Investments LP

Signature:

PEP TG INVESTMENTS GP LLC

By:
/s/ Michael Dominguez
 
 
Name: Michael Dominguez
 
Title: Authorized Signatory

Date:  March 9, 2021

Name of Joint Filer:
MICHAEL DOMINGUEZ
Address of Joint Filer:
c/o Providence Equity Partners L.L.C.
 
50 Kennedy Plaza, 18th Floor
 
Providence, RI 02903
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Callaway Golf Company [ELY]
   
Date of Event
  
Requiring Statement (Month/Day/Year):
March 8, 2021
   
Designated Filer:
PEP TG Investments LP

Signature:

MICHAEL DOMINGUEZ

By:
/s/ Michael Dominguez

 
Name: Michael Dominguez
  
     
Date:  March 9, 2021