A Weil, Gotshal & Manges team co-led from Dallas advised Topgolf Entertainment Group, the hugely popular golf entertainment chain, in its merger announced Wednesday with the golf equipment company Callaway.
Latham & Watkins advised Callaway on the transaction.
The all-stock transaction is based on a valuation of Topgolf at $2 billion, plus $500 million in debt.
Dallas-headquartered Topgolf is an entertainment company centered around tech-enabled, open-air driving ranges that reported $1.1 billion in revenues in 2019. Callaway is global brand of high-end golfing equipment and golfing lifestyle accessories.
The Weil team was co-led by Dallas partner Jim Griffin and Kevin Sullivan in the firm’s Boston office, along with Dallas partner David Gail and associate Claudia Lai.
The Latham team was led from San Diego by partner Craig Garner and counsel Kevin Reyes. The team included lawyers from California and Washington, D.C., but none from Texas. Callaway is headquartered in Carlsbad, California.
Under terms of the agreement Callaway will issue 90 million shares of its own common stock to Topgolf shareholders (excluding 14% of the company that Callaway already owned), which will result in a 48.5% equity share of Callaway owned by Topgolf shareholders.
Founded in 2000, Topgolf has 63 locations across the globe, featuring multi-tiered driving ranges with climate-controlled bays that offer food and beverages for guests and players. It’s locations feature Toptracer, a ball-tracing technology that lends itself to a variety of competitions for length and accuracy.
Both companies said they have recovered ahead of expectations from the economic effects of COVID-19, reflecting the advantage of Topgolf’s emphasis on an outdoor experience, and more than half of the company’s 23 million guests in 2019 identifying as non-golfers.
Please check out the Dallas Business Journal’s story for more on the merger.