CARLSBAD, Calif., April 10,
2025 /PRNewswire/ -- Topgolf Callaway Brands Corp.
(NYSE: MODG) ("Topgolf Callaway Brands" or the "Company") announced
that it has entered into an agreement to sell its Jack Wolfskin
business to ANTA Sports for a base price of $290 million in cash, subject to net working
capital and other customary adjustments. The transaction is
expected to close in the late second quarter or early third quarter
of 2025 and is subject to customary closing conditions, including
receipt of certain regulatory approvals.
"I am pleased to announce we have reached an agreement to sell
the Jack Wolfskin business to ANTA Sports, a global leader in
sports apparel and footwear," commented Chip Brewer, President and CEO of Topgolf
Callaway Brands. "This sale will allow us to increase our focus and
optimize our resources on our core business. Importantly, the
proceeds will further enhance our balance sheet and liquidity,
reinforcing our financial flexibility ahead of our planned
separation of Topgolf from our core operations. We believe
ANTA Sports will be a good steward of the iconic Jack Wolfskin
brand and we thank our Jack Wolfskin employees who have worked
diligently to right-size this business and prepare it for this next
chapter."
Although the Company is not updating its financial guidance at
this time, embedded in its February 24,
2025 full year guidance was an estimate for its Jack
Wolfskin business of approximately Euro 325
million in revenue and Euro 12
million of Adjusted EBITDA. Given the typical seasonality of
the Jack Wolfskin business, this full year estimate is
comprised of approximately (a) Euro 115
million in revenue and a loss of Euro
18 million of Adjusted EBITDA for the first half of 2025 and
(b) Euro 210 million in revenue and
Euro 30 million of Adjusted EBITDA in
the second half of 2025.
Advisors
Goldman Sachs is serving as the Company's
financial advisor and Latham & Watkins LLP is its legal
advisor.
About Topgolf Callaway Brands Corp.
Topgolf
Callaway Brands Corp. (NYSE: MODG) is an unrivaled tech-enabled
Modern Golf and active lifestyle company delivering leading golf
equipment, apparel, and entertainment, with a portfolio of global
brands including Topgolf, Callaway Golf, TravisMathew, Odyssey and
OGIO and Jack Wolfskin. "Modern Golf" is the dynamic and inclusive
ecosystem that includes both on-course and off-course golf. For
more information, please visit
https://www.topgolfcallawaybrands.com.
Investor/Media Contact
Katina
Metzidakis
invrelations@tcbrands.com
Forward-Looking Statements
Statements used in this
press release that relate to future plans, events, financial
results, performance, prospects, or growth opportunities, including
statements relating to the proposed sale of Jack Wolfskin, the
timing and expected proceeds thereof, the satisfaction of closing
conditions, our balance sheet, liquidity and financial flexibility
after completing the sale of Jack Wolfskin, expected financial
results of the Company and Jack Wolfskin, including revenues and
Adjusted EBITDA, the planned separation of Topgolf from our core
operations, and statements of belief and any statement of
assumptions underlying any of the foregoing, are forward-looking
statements as defined under the Private Securities Litigation
Reform Act of 1995. The words "believe," "expect," "estimate,"
"could," "would," "should," "intend," "may," "plan," "seek,"
"anticipate," "project" and similar expressions, among others,
generally identify forward-looking statements, which speak only as
of the date the statements were made and are not guarantees of
future performance. These statements are based upon current
information and expectations. Accurately estimating the
forward-looking statements is based upon various risks and
unknowns, including the risk that the Jack Wolfskin transaction may
not close on the terms or timing described herein, or at all; our
ability to successfully execute our other planned and potential
transactions, including our planned separation of Topgolf, and the
potential to realize the expected benefits of such transactions on
the expected timeframes or at all; and our ability to satisfy the
closing conditions to complete the Jack Wolfskin transaction or the
planned Topgolf separation on a timely basis, or at all. Actual
results may differ materially from those estimated or anticipated
as a result of these risks and unknowns or other risks and
uncertainties. For additional information concerning these and
other risks and uncertainties that could affect these statements
and the Company's business, see the Company's Annual Report on Form
10-K for the year ended December 31,
2024 as well as other risks and uncertainties detailed from
time to time in the Company's reports on Forms 10-K, 10-Q and 8-K
subsequently filed with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
The Company undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events.
Non-GAAP Information
The Company provides Adjusted
EBITDA to assist with period-over-period comparisons on a
consistent and comparable basis. Adjusted EBITDA is a non-GAAP
financial measure within the meaning set forth in Regulation G and
should not be considered as a substitute for any measure derived in
accordance with GAAP. For forward-looking Adjusted EBITDA, a
reconciliation to net income, the most directly comparable GAAP
measure, is not provided because the Company is unable to provide
such a reconciliation without unreasonable efforts. The inability
to provide a reconciliation is because the Company is currently
unable to predict with a reasonable degree of certainty the type
and extent of certain items that would be expected to impact net
income in the future, but would not impact Adjusted EBITDA. These
items may include, among other things, certain non-cash
depreciation and amortization, which fluctuates, based on the
Company's level of capital expenditures; interest expense, which
varies based upon the amount of borrowing to fund the
Jack Wolfskin business; and income taxes, which can fluctuate
based on changes in forecast, transfer pricing and level of
income.
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SOURCE Topgolf Callaway Brands Corp.
