Sec Form 13D Filing - PEP TG Investments LP filing for Topgolf Callaway Brands Corp. (MODG) - 2021-09-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

Callaway Golf Company

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Titles of Class of Securities)

 

(CUSIP Number)

 

Providence Equity Partners L.L.C.

50 Kennedy Plaza, 18th Floor

Providence, Rhode Island 02903

(401) 751-1700

 

with a copy to:

 

Kevin J. Sullivan

Weil, Gotshal & Manges LLP

100 Federal Street, 34th Floor

Boston, MA 02110-1800

(617) 772-8300

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Statement, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

 

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1	NAMES OF REPORTING PERSONS
	PEP TG INVESTMENTS LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
					0;
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			24,305,290 (see Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			24,305,290 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,305,290 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.06%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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1	NAMES OF REPORTING PERSONS
	PEP TG INVESTMENTS GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			24,305,290 (see Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			24,305,290 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,305,290 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.06%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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1	NAMES OF REPORTING PERSONS
	MICHAEL DOMINGUEZ			&# xA0;
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			24,305,290 (see Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			24,305,290 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,305,290 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.06%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement the statement on Schedule 13D originally filed by the Reporting Persons on March 8, 2021 (the “Schedule 13D”) Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 1 shall have the meaning assigned to such term in the Schedule 13D.

 

Item 4 of the Schedule 13D is supplemented as follows:

 

On September 20, 2021, PEP TG Investments LP sold to the several underwriters named in Schedule I (the “Underwriters”) in that certain Underwriting Agreement dated September 15, 2021 (the “Underwriting Agreement”) by and among PEP TG Investments LP, the Issuer and Goldman Sachs & Co. LLC, as representative of the Underwriters, an aggregate of 4,600,000 shares of Common Stock for $27.64125 per share (the “Offering”). In connection with the Offering, PEP TG Investments LP entered into a customary “lock-up” agreement with the Underwriters, dated September 15, 2021 (the “Lock-up Agreement”), pursuant to which PEP TG Investments LP generally agreed, subject to certain exceptions, not to sell, transfer or otherwise dispose of any shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, for 55 days after the date of the final prospectus supplement relating to the Offering without prior written consent from the Underwriters.

 

The foregoing description of the Underwriting Agreement and the Lock-up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 99.2, and a form of the Lock-up Agreement, which is attached as Annex I to the Underwriting Agreement, which is incorporated by reference herein.

 

 

Item 5 of the Schedule 13D is amended and restated as follows:

 

The information set forth or incorporated by reference in Items 2, 3, 4 and 6 of this Statement is incorporated by reference in this Item 5.

 

 

As a result of the Me rger and the Transaction Agreements and following the Offering:

 

 

 

 

PEP TG Investments GP LLC disclaims beneficial ownership of the securities referred to in this Statement, and the filing of this Statement should not be construed as an admission that PEP TG Investments GP LLC is, for the purpose of Schedule 13D or 13G of the Exchange Act, the beneficial owner of any securities covered by this Statement.

 

Michael Dominguez disclaims beneficial ownership of the securities referred to in this Statement, and the filing of this Statement should not be construed as an admission that Michael Dominguez is, for the purpose of Schedule 13D or 13G of the Exchange Act, the beneficial owner of any securities covered by this Statement.

 

Except as set forth in this Item 5(a), none of the Reporting Persons beneficially own any shares of Common Stock.

 

 

 

 

 

Item 6 of the Schedule 13D is hereby supplemented as follows:

 

The information set forth under Item 4 of this Amendment No. 1 is incorporated by reference in this Item 6.

 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.