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Bank of America Agents $60MM Facility Amendment for Callaway Golf
Thursday, August 10, 2017

Lenders/Participants Bank of America [Administrative Agent]
Structure FILO Term Loan Facility
Amount $60.000 Million
Borrower(s) Callaway Golf Company
Description Eighth Amendment (the “Eighth Amendment”) to the Second Amended and Restated Loan and Security Agreement, dated as of December 22, 2011 (as amended prior to the Eighth Amendment, the “Loan Agreement”) among the Company, Callaway Golf Sales Company, Callaway Golf Ball Operations, Inc., Ogio International, Inc., Callaway Golf Canada Ltd., Callaway Golf Europe Ltd., Callaway Golf Interactive, Inc., Callaway Golf International Sales Company, Callaway Golf European Holding Company Limited, Bank of America, N.A. as administrative agent and certain financial institutions as lenders. The Eighth Amendment provides for a new first in, last out term loan credit facility of up to $60 million (the “FILO Facility). Loans under the FILO Facility (“Term Loans”) bear interest at the spread for the Company’s existing asset-based revolving credit facility (the “Existing Revolver”), plus 250 basis points, such that the applicable margin for Term Loans ranges from 1.50% when the availability ratio is greater than or equal to 67%, to 1.75% when the availability ratio is less than 67% but greater than or equal to 33%, to 2.00% when the availability ratio is less than 33%. The Term Loans may be borrowed at the closing of the Eighth Amendment, or the draw may be delayed for up to 6 months post-closing. The FILO Facility matures on the earlier of (i) four years from the closing date and (ii) the maturity of the Existing Revolver. The FILO Facility amortizes over a three year period beginning in the second year of the facility; there is no amortization in the first year. However, the Company must make a one-time excess cash flow payment for the 2018 fiscal year (with the payment to be made within 60 days after delivery of the 2018 audited financials). Excess cash flow will be calculated in a customary manner and the excess cash flow payment cannot exceed the least of (i) 50% of excess cash flow, (ii) $20,000,000 and (iii) the highest amount that would not put the Company into cash dominion.
Industry Sporting Goods
Related Tags Bank of America

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