Topgolf Callaway Brands Corp. (NYSE: MODG) has 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; and Topgolf, a category leading, high-growth, pure-play venue-based golf entertainment business. 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 US federal income tax purposes. The Company expects to execute the spin-off in the second half of 2025.
Latham & Watkins LLP represents Topgolf Callaway Brands in the spin-off transaction with a corporate deal team led by San Diego partners Craig Garner and Kevin Reyes and Chicago partner Alexa Berlin, with associates Shelby Harrison, Kenneth (KC) Sands, and Madeleine West. Advice is also being provided on tax matters by Century City partner Pardis Zomorodi and Houston partner Jared Grimley, with associate Dominick Constantino; on debt capital markets matters by New York/Los Angeles partner Greg Rodgers and New York partner Andrew Blumenthal; and on finance matters by Los Angeles partner Kenneth Askin, with associate Shane Alexander.
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