Callaway Golf Co. entered into exchange agreements with holders of $17.4 million in aggregate
principal amount of the company's 3.75 percent convertible senior notes
due Aug. 15, 2019.
Pursuant to the exchange agreements, the holders will transfer the notes to the company and the company will deliver to the holders a total of 2.3 million shares of the company's common stock, and make cash payments to the holders representing an exchange inducement and accrued and unpaid interest through the closing date of the exchange transactions. The notes, which are currently convertible into 2.3 million, will be retired upon completion of the exchange transactions.
The exchange transactions are expected to close on or about August 19 and 24, 2015.
The issuance of Common Stock in the exchange transactions will be made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof, on the basis that the exchange did not involve any public offering.
The exchange transactions are in addition to the exchange of $67.6 million in aggregate principal amount of the notes previously reported by the company on a current report on Form 8-K filed on Aug. 14, 2015, which closed on August 17 and 18, 2015. Upon completion of the exchange transactions, $27.5 in aggregate principal amount of the notes will remain outstanding.