Callaway and Topgolf Entertainment Group announced that the companies have entered into a definitive merger agreement. Under the terms of the agreement, Callaway and Topgolf will combine in an all-stock transaction creating a global golf and entertainment leader. The number of shares to be issued is based upon an implied equity value of Topgolf of approximately US$2 billion, including the 14% already owned by Callaway.
Latham & Watkins LLP represented Callaway in the transaction with a corporate team led by San Diego partner Craig Garner and San Diego counsel Kevin Reyes with associates Jeff Woodley, Cameron Cotton, Michael Johnson, Alisa Lalana, and Ty Balzer. Advice was also provided on employee benefits and compensation matters by San Diego partner Holly Bauer with associates Sara Schlau and Rachel Narowski; on tax matters by Los Angeles partner Sam Weiner with associate Kathryn Harrington; on finance matters by San Diego partner Sony Ben-Moshe and Los Angeles partner Ken Askin with associate Shane Alexander; on intellectual property matters by Bay Area partner JD Marple with associates Jia Jia Huang and Adam Kaldor; on data privacy matters by Bay Area counsel Robert Blamires with associate Sam Maerz-Boening; on real estate matters by San Diego partner Robert Frances with associate Aaron Friberg; on insurance matters by Los Angeles partner Drew Levin with associate Hannah Cary; on environmental matters by Orange County partner Chris Norton with associate Laura Glickman; and on antitrust matters by Washington D.C. partner Jason Cruise and Washington D.C. counsel Peter Todaro.