Callaway Golf Company (NYSE:ELY) entered into an agreement to acquire JACK WOLFSKIN Ausrüstung für Draussen GmbH & Co. KGaA from Avenue Capital Group, Bain Capital Credit, LP, CQS Investment Management Limited, BlueMountain Capital Management LLC, Bayside Capital, Inc., and others for approximately €420 million on November 29, 2018. The purchase price is subject to certain adjustments and will be paid in cash. Avenue Capital Group, Bain Capital Credit, LP, CQS Investment Management Limited, BlueMountain Capital Management LLC, and Bayside Capital, Inc. will sell more than 67% together. In connection with the agreement, Callaway entered into a debt commitment letter, dated as of November 29, 2018, with Bank of America, N.A. and JPMorgan Chase Bank, N.A. (collectively, the “commitment parties”), pursuant to which the commitment parties have committed to provide, subject to the terms and conditions thereof, $480 million (€423.94 million) of Term B credit facility. The debt financing will be used by Callaway to fund the transaction. The €418 million purchase price values Jack Wolfskin at a multiple of approximately 12 times its fiscal 2018 adjusted EBITDA. JACK WOLFSKIN had net sales of €333.7 million, Income before income taxes of €16.2 million, Income from operations of €31.9 million, net income of €9.3 million and adjusted EBITDA of €35.1 million in the fiscal year ended September 30, 2018. Post transaction, Jack Wolfskin will continue to operate out of its headquarters located in Idstein, Germany. The transaction is subject to regulatory approvals, the Russian Federal Antimonopoly Service having issued its clearance decision, the German Federal Cartel Office deciding that the prohibition criteria in the German Act against Restraints of Competition 1957, as amended are not satisfied and other customary closing conditions. As of January 3, 2019, the condition was waived where Callaway agrees that the sellers shall not be required to provide the audited financial statements of the Group Companies for the fiscal year ended September 30, 2018. The transaction is expected to close in the first quarter of 2019. As of January 3, 2019, the transaction is expected to close on January 4, 2019. EBITDA is estimated to reach $50 million (€44.16 million) in 3-4 years, with long-term EBITDA margins forecasted to be accretive to Callaway's current EBITDA margins. Full year non-GAAP earnings per share (EPS) is estimated to be $0.06 (€0.05) dilutive in year 1 and accretive in year 2. Full year GAAP EPS is expected to be $0.25-$0.35 (€0.22-€0.31) dilutive in year 1 and approximately neutral in year 2. Craig M. Garner, Leif U. Schrader, Oliver Felsenstein, Kevin Reyes, Natalie Daghles, Jeffrey Woodley, Michael Johnson, Gerrit Henze, Jan Danelzik, Max Mosch, Amina Feigen, Tobias Leder, Holly Bauer, Sarah Gadd, Nadja Innermann, and Stefan Süß, Ulf Kieker of Latham & Watkins LLP acted as legal advisors while J.P. Morgan Securities LLC acted as financial advisor to Callaway. Gibson Dunn & Crutcher acted as legal counsel to Callaway for the Term Loan B facility. Carl Bradshaw, Volkmar Bruckner, Thomas Krawitz, Leo Plank, Wolfram Prusko, Wolfgang Nardi, Oded Schein, Josef Parzinger, Alexander Längsfeld, Daniel Hiemer, Rory Mullarkey, Partha Kar, Kon Asimacopoulos, Dulcie Daly, Paula Riedel, Annette Baillie, Cillian Moynihan, Anne Stroude, Fernanda Langa, Sam Trowbridge and James Parkinson of Kirkland & Ellis International LLP acted as legal advisors for JACK WOLFSKIN, Bain, CQS, and Bayside Capital while Houlihan Lokey acted as financial advisor to JACK WOLFSKIN. Intertrust (Netherlands) B.V. acted as the escrow agent on the deal. THM Partners acted as financial advisor for JACK WOLFSKIN Ausrüstung für Draussen GmbH & Co. KGaA. Michael Scott of Loyens & Loeff, Avocats à la Cour acted as a legal advisor to Jack Wolfskin. Stefan Sax, Martin Jawansky and Harald Amer of Clifford Chance acted as legal advisor to JACK WOLFSKIN Ausrüstung für Draussen GmbH & Co. Cahill represented the lead arrangers in connection with the credit facility for the acquisition. Bank of America, N.A. acted as administrative agent on the transaction. James J. Clark, Ted B. Lacey, Christopher Bevan, Alexandria Fernandez, Joseph T. Lumley and Matthew Rosenthal of Cahill advised Bank of America. Callaway Golf Company (NYSE:ELY) completed the acquisition of JACK WOLFSKIN Ausrüstung für Draussen GmbH & Co. KGaA from Avenue Capital Group, Bain Capital Credit, LP, CQS Investment Management Limited, BlueMountain Capital Management LLC, Bayside Capital, Inc., and others on January 4, 2019.