PROSPECTUS SUMMARY

         This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before deciding to invest in our common stock. You should read the entire prospectus carefully, including "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision.

Overview

        We are the global leader in the design, development, manufacture and distribution of performance-driven golf products, which are widely recognized for their quality excellence. Driven by our focus on dedicated and discerning golfers and the golf shops that serve them, we believe we are the most authentic and enduring company in the golf industry. Our mission—to be the performance and quality leader in every golf product category in which we compete—has remained consistent since we entered the golf ball business in 1932. Today, we are the steward of two of the most revered brands in golf—Titleist, one of golf's leading performance equipment brands, and FootJoy, one of golf's leading performance wear brands. Titleist has been the #1 ball in professional golf for 68 years and FootJoy has been the #1 shoe on the PGA Tour for over six decades.

        Our target market is dedicated golfers, who are the cornerstone of the worldwide golf industry. These dedicated golfers are avid and skill-biased, prioritize performance and commit the time, effort and money to improve their game. We believe our focus on innovation and process excellence yields golf products that represent superior performance and consistent product quality, which are the key attributes sought after by dedicated golfers. Many of the game's professional players, who represent the most dedicated golfers, prefer our products thereby validating our performance and quality promise, while driving brand awareness. We leverage a pyramid of influence product and promotion strategy, whereby our products are the most played by the best players, creating aspirational appeal for a broad range of golfers who want to emulate the performance of the game's best players.

        Dedicated golfers view premium golf shops, such as on-course golf shops and golf specialty retailers, as preferred retail channels for golf products of superior performance and product quality. As a result, we have committed to being one of the preferred and trusted partners to premium golf shops worldwide. This commitment provides us a retail environment where our product performance and quality advantage can most effectively be communicated to dedicated golfers. In addition, we also service other qualified retailers that sell golf products to consumers worldwide.

        Our vision is to consistently be regarded by industry participants, from dedicated golfers to the golf shops that serve them, as the best golf company in the world. We have established leadership positions across all major golf equipment and golf wear categories under our globally recognized brands.

		• #1 ball in golf • Golf's Symbol of Excellence • A leading global golf equipment brand
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		• #1 shoe in golf • #1 glove in golf • A leading global golf wear brand
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		• #1 wedge on the PGA Tour
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		• A leading putter on the PGA Tour

        For the year ended December 31, 2015 and the three months ended March 31, 2016, we recorded net sales of $1,503.0 million and $442.8 million, net income (loss) attributable to Acushnet Holdings Corp. of $(1.0) million and $24.7 million and Adjusted EBITDA of $214.7 million and $80.8 million, respectively. See "—Summary Consolidated Financial Data" for a reconciliation of Adjusted EBITDA to net income (loss) attributable to Acushnet Holdings Corp., the most directly comparable financial measure under generally accepted accounting principles in the United States, or GAAP.

Our History and Evolution

        Founded in Acushnet, Massachusetts by Phil "Skipper" Young in 1910 and incorporated as the Acushnet Process Company, our golf business was established in 1932. The objective from the very beginning was to produce a golf ball that would set the standard in performance, quality and consistency, and become the preferred choice of dedicated golfers and the preferred trade partners who would serve them. The core values of serving the game's dedicated golfer with a superior product, in terms of both performance and quality, and having that superior product validated by the game's most dedicated golfers and premium golf retailers, have endured for the past eight decades.

Our Core Focus

Dedicated Golfers

        Our target market is dedicated golfers, who are avid and skill-biased, prioritize performance and commit the time, effort and money to improve their game. We believe that dedicated golfers are the most consistent purchasers of golf products and estimate that while they represented only approximately 15% of all United States golfers, they accounted for more than 40% of total rounds played and approximately 70% of all golf equipment and gear spending in the United States during 2014. We also believe dedicated golfers account for an outsize share of golf equipment and gear spending outside the United States and purchase a significant portion of golf wear products worldwide.

Product Platform

        Leveraging the success of our golf ball and golf shoe businesses, while maintaining the core values of the Titleist and FootJoy brands, we have strategically entered into product categories such as golf clubs, wedges, putters, golf gloves, golf gear and golf wear with an objective of being the performance and quality leader.

        Since the dedicated golfer views each performance product category on its own merits, we have approached each category on its own terms by committing the necessary resources to become the performance and quality leader in each product category where we participate. As a result, we have built an industry leading platform across all performance product categories, driving a market-differentiating mix of consumable products, which we consider to be golf balls and golf gloves, which collectively represented approximately 43% of our net sales in 2015, and more durable products, which we consider to be golf clubs, golf shoes, golf apparel and golf gear, which collectively represented approximately 57% of our net sales in 2015.

        We operate under the following four reportable segments.

Titleist Golf Balls (36% of 2015 net sales)

        Titleist is the #1 ball in golf. The Titleist golf ball was founded with a purpose of designing and manufacturing a performance oriented, high quality golf ball that was superior to all other products available in the market. We believe the golf ball is the most important piece of equipment in the game, as it is the only piece of equipment used by every player for every shot. The golf ball is also the most important category for us as it generates the largest portion of our sales and profits. Since its

introduction in 2000, the Titleist Pro V1 has been the best-selling golf ball globally and continues to set the bar in terms of product design, quality and performance. We also design, manufacture and sell other golf balls under the Titleist brand, such as NXT Tour, Velocity and DT TruSoft, as well as under the Pinnacle brand. We have continually improved our golf balls through innovation in materials, construction and manufacturing processes, which has enabled us to build the #1 golf ball franchise in the world.

Titleist Golf Clubs (26% of 2015 net sales)

        We design, assemble and sell golf clubs (drivers, fairways, hybrids and irons) under the Titleist brand, wedges under the Vokey Design brand and putters under the Scotty Cameron brand. The mission of our golf club business is to design and develop the best performing golf clubs in the world for dedicated golfers. We believe dedicated golfers do not buy brands across categories but seek out best-in-class products in each category. This is the reason we have partnered with dedicated engineers and craftsmen such as Bob Vokey and Scotty Cameron, who understand the nuances, subtleties and impact mechanics of their respective golf club categories. Titleist golf clubs, Vokey Design wedges and Scotty Cameron putters are widely used by professional and competitive amateur players, which validates the products' performance and quality excellence. We are also committed to a leading club fitting and trial platform to maximize dedicated golfers' performance experience.

Titleist Golf Gear (9% of 2015 net sales)

        We offer a diversified portfolio of Titleist-branded performance golf gear across the golf bags, headwear, gloves, travel gear, head covers and other golf gear categories. Our golf gear is focused on superior performance and quality excellence, which is the mission of any product bearing the Titleist brand name.

FootJoy Golf Wear (28% of 2015 net sales)

        We design, manufacture and sell golf shoes and gloves, and we design and sell performance outerwear, apparel and socks, under the FootJoy brand. By offering products with premium materials, superior comfort and fit and authentic designs, FootJoy has become the #1 shoe and #1 glove in golf and a leader in the global performance golf outerwear and the U.S. golf apparel markets. We believe FootJoy is seen by golfers around the world as an authentic and definitive golf brand with a consistent, differentiated focus on performance and quality.

Pyramid of Influence

        The game of golf is learned by observation and imitation, and golfers improve their own performance by attempting to emulate highly skilled golfers. Golfers are influenced not only by how other golfers swing but also by what they swing with and what they swing at. This is the essence of golf's pyramid of influence, which is deeply ingrained in the mindset of the dedicated golfer. At the top of the pyramid is the most dedicated golfer, who attempts to make a living playing the game professionally. Adoption by most of the best golfers, whose professional success depends on their performance, validates the quality, features and benefits of using the best performing products. This, in turn, creates aspirational appeal for golfers who want to emulate the performance of the best players. By virtue of the performance and quality excellence of our products, we believe we are best-positioned to leverage the pyramid of influence since most of the best players trust and use Titleist and FootJoy products. Our primary marketing strategy is for our products to be the most played by the best players, including both professional and amateur golfers. This strategy has proven to be enduring and effective in the long-term and is not dependent on the transient success of a few elite players at any given point in time.

Innovation Leadership

        We believe innovation is critical to dedicated golfers as they depend on the ability of new and innovative products to drive improved performance. We believe we are the design and technology leader in the golf industry, and as such we currently employ a research and development team of over 150 scientists, chemists, engineers and technicians. We also introduce new product innovations at a cadence that best aligns with the typical dedicated golfer's replacement cycle within each product category. We spent $42.2 million, $44.2 million and $46.0 million in 2013, 2014 and 2015, respectively, on research and development, or R&D.

Operational Excellence

        The requirements of the game lead the dedicated golfer to seek out products of maximum performance and consistency. We own or control the design, sourcing, manufacturing, packaging and distribution of our products. In doing so, we are able to exercise control over every step of the manufacturing process and supply chain operations, thereby setting the standard for quality and consistency. Our operational excellence also allows us to continually develop innovative new products, bring those products to market more efficiently and ensure high levels of quality control. We have developed and refined distinct and independently managed supply chains for each of our product categories. Our manufacturing facilities include:

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three golf ball manufacturing facilities that collectively produce over 1 million balls per production day;



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six golf club assembly facilities;



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a joint venture facility to manufacture our golf shoes; and



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a facility to manufacture our golf gloves.

Route to Market Leadership

        As one of the preferred partners to premium golf shops, we ensure that the performance benefits derived from using our products are showcased and our products are properly merchandised. We have over 350 sales representatives directly servicing over 31,000 accounts in 46 countries and we service over 90 countries in total, directly or through distributors. With an average of almost 20 years of experience, we believe the Titleist U.S. sales team is the largest and most experienced in the industry. Similarly, we believe FootJoy has built the most experienced, highly qualified team in the U.S. golf wear category. As we see our retail partners as a critical connection to dedicated golfers, we place great emphasis on building strong relationships and trust with them. We also place a strong focus on consumer engagement, starting with fitting and trial initiatives across our balls, clubs and shoes categories.

Market Overview and Opportunity

Market Overview

        We estimate that the sport of golf gives rise to a global commercial opportunity of more than $85 billion annually, which captures all spending related to golf. There are over 50 million golfers worldwide playing over 800 million rounds annually on over 32,000 golf courses. Our addressable market comprised of golf equipment, golf wear and golf gear represents approximately $12 billion in retail sales and approximately $8 billion in wholesale sales. The United States accounted for over 40% of our addressable market, followed by Japan and Korea collectively accounting for over 30% of our addressable market, each in 2014.

        Although the number of rounds of golf played in the United States declined overall from 2006 until the end of 2014, we believe that golf industry fundamentals, especially in developed markets such as the United States, Europe and Japan, have shown improvement since the beginning of 2015. We believe that the number of rounds of golf played by our target market of dedicated golfers was relatively stable during this period of overall decline in the golf industry.

        We believe the golf industry is mainly driven by golfer demographics, dedicated golfers and weather and economic conditions.

        Golfer Demographics.     Golf is a recreational activity that requires time and money. The golf industry has been principally driven by the age cohort of 30 and above, currently "gen-x" (age 30 to 49) and "baby boomers" (age 50 to 69), who have the time and money to engage in the sport. In the United States, there are approximately 8.7 million gen-x golfers and approximately 6.6 million baby boomer golfers, representing approximately 63% of total golfers in the United States. Households headed by gen-x and baby boomers also claim an approximately 80% share of the total income dollars in the United States. Since a significant number of baby boomers have yet to retire, we anticipate strong growth in spending from this demographic as it has been demonstrated that rounds of play increase significantly as those in this cohort reach retirement. On average, golfers in the age range of 18 to 34 play 15 rounds per year, whereas those in the age range of 50 to 64 and 65 and above play 29 rounds and 51 rounds per year, respectively. While golf has historically consisted of mostly male players, women accounted for approximately 24% of golfers in the United States in 2015, up from approximately 20% in 2011. Because nearly 40% of beginner golfers in the United States in 2015 were women, we believe that the percentage of women golfers will continue to grow. The future of golf participation beyond the gen-x and baby boomer generation is also very promising. One of the most exciting recent developments in golf has been the generational shift with millennial golfers making their marks at both professional and amateur levels. Golfers under the age of 30 represented 44% of the World Rank Top 50 and 76% of Rolex World Rank Top 50 Women as of May 31, 2016. The largest single age group of beginners in the United States in 2015 was millennials (age 18 to 29). Further, the number of junior golfers (age 6 to 17) in the United States has grown from approximately 2.5 million golfers in 2010 to approximately 3.0 million golfers in 2015.

        Dedicated Golfers.     Dedicated golfers are largely gen-x and baby boomers who have demonstrated the propensity to pay a premium for products that help them perform better. We believe dedicated golfers, who comprise our target market, will continue to be a key driver for the global golf industry. The National Golf Foundation estimates that there were 6.4 million, 6.5 million and 6.2 million "avid" golfers in the United States in 2013, 2014 and 2015, respectively, with "avid" golfers defined as those who play 25 rounds or more per year. We estimate that approximately 60% of these avid golfers in the United States are dedicated golfers.

        Weather Conditions.     Weather conditions determine the number of playable days in a year and thus influence the amount of time people spend on golf. Weather conditions in most parts of the world, including our primary geographic markets, generally restrict golf from being played year-round, with many of our on-course customers closed during the cold weather months. Therefore, favorable weather conditions generally result in more playable days in a given year and thus more golf rounds played, which generally results in increased demand for all golf products.

        Economic Conditions.     The state of the economy influences the amount of money people spend on golf. Golf equipment, including clubs, balls and accessories, is recreational in nature and is therefore a discretionary purchase for consumers. Consumers are generally more willing to make discretionary purchases of golf products when economic conditions are favorable and when consumers are feeling confident and prosperous.

Our Opportunity

        We have demonstrated sustained, resilient and stable revenue and Adjusted EBITDA growth over the past five years, despite challenges related to demographic, macroeconomic and weather related conditions. Our differentiated focus on performance and quality excellence, enduring connections with dedicated golfers and favorable and market-differentiating mix of consumable and durable products have been the key drivers of our strong performance. We believe this focus, along with the overall stabilization of the golf industry, positions us to continue to generate industry-leading performance.

Strong Financial Performance

        Since 2011, we have driven strong financial performance across our product portfolio in the aggregate and in each of our reportable segments of Titleist golf balls, Titleist golf clubs, Titleist golf gear and FootJoy golf wear. From 2011 to 2015:

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our net sales increased from $1,336.1 million (on a combined basis) to $1,503.0 million, representing a compound annual growth rate, or CAGR, of 3%, or 6% on a constant currency basis;



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our net income (loss) attributable to Acushnet Holdings Corp. was $(31.2) million in 2011 (on a combined basis), $13.9 million in 2012, $19.6 million in 2013, $21.6 million in 2014 and $(1.0) million in 2015;



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our Adjusted EBITDA increased from $138.4 million (on a combined basis) to $214.7 million, representing a CAGR of 12%;



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we achieved 400 basis points of Adjusted EBITDA margin expansion;



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our Adjusted Net Income increased from $46.7 million (on a combined basis) to $86.7 million, representing a CAGR of 17%;



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our cash flows provided by operating activities increased from $51.1 million (on a combined basis) to $91.8 million; and



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our Adjusted Free Cash Flow increased from $48.8 million (on a combined basis) to $104.0 million.

        See "Selected Consolidated Financial Data" for a reconciliation of Adjusted EBITDA and Adjusted Net Income to net income (loss) attributable to Acushnet Holdings Corp. and a reconciliation of Adjusted Free Cash Flow to cash flows provided by (used in) operating activities, the most directly comparable GAAP financial measures, and for a presentation of our results of operations for 2011 on a combined basis. See "Management's Discussion and Analysis of Financial Condition and Results of

Operations—Overview—Key Performance Measures" for a description of how we calculate constant currency information.

Our Competitive Strengths

        Steward of Golf's Most Revered Brands.     We have long been the trusted steward of two of golf's most revered and recognized brands, and have enjoyed the longest running record of market leadership in the golf category. Titleist has been the #1 ball in professional golf for 68 years while FootJoy has been the leading brand on the PGA Tour in golf shoes for over six decades and golf gloves for over three decades. The performance and quality of our brands are validated by the widespread adoption of our products by the world's best professional and amateur golfers, which generates exceptional brand loyalty among our core customers and drives repeat purchases.

        Market-Leading Portfolio of Products Designed for Dedicated Golfers.     The Titleist Pro V1 golf ball was launched in 2000 and in four months became the #1 selling ball on the market, a position it still holds, and is the #1 golf ball played at every level of competitive golf today. We estimate that we held nearly one-half of the 2015 global top grade wholesale golf ball market, which we estimate was approximately $1.0 billion, including over two-thirds of the premium performance market segment. It is rare when a brand's highest priced product in a particular category is also the industry volume leader. In 2015, the number of Titleist balls played on professional tours was more than five times the number of balls of our nearest competitor. Titleist records even higher ball counts at most amateur championships than on the worldwide professional tours, a further testament to the performance and quality of Titleist, particularly since amateurs are not allowed to receive compensation for the use or endorsement of any brand's equipment. Faithful to the brand promise of the Titleist ball, we believe our golf clubs are also best-in-class in terms of performance and quality. Our Vokey Design wedges and Scotty Cameron putters are recognized worldwide as leaders in their respective categories. Our Vokey Design wedges are the most widely used on the PGA Tour. Under our FootJoy brand, we are the #1 shoe in golf, with the leading usage on all of the world's major professional golf tours and twice as many stock keeping units, or SKUs, as our nearest competitors. FootJoy gloves also have the leading market share, enjoy the #1 position on all the world's major professional golf tours, and offer the largest selection of golf gloves in the industry. FootJoy is also a global leader in golf outerwear and has a rapidly growing presence in golf apparel.

        Favorable Consumable / Durable Mix.     We have developed a product portfolio with a favorable mix of consumables and durables, which we believe differentiates us from other pure golf equipment manufacturers. Consumable purchases are largely driven by the number of rounds played, while durable purchases are subject to technology replacement cycles. We believe our favorable product mix is less

economically cyclical and more working capital efficient than that of our peers. Our sales reflect a favorable and market-differentiating mix of consumable products, which we consider to be golf balls and golf gloves, which collectively represented approximately 43% of our net sales in 2015, and more durable products, which we consider to be golf clubs, golf shoes, golf apparel and golf gear, which collectively represented approximately 57% of our net sales in 2015.

        Best-in-Class Design Innovation.     Driven by our commitment to perpetual innovation, we believe we are the innovation leader in the golf industry. Golf's most regulated and technically-driven categories are golf balls and golf clubs, and therefore require strong intellectual property to create differentiated products with superior performance and quality. We hold the largest patent portfolio in the golf industry, with close to 1,200 active U.S. utility patents in golf balls, over 300 active U.S. utility patents in golf clubs, wedges and putters and 284 active patents (including ex-U.S. and design patents) in golf shoes and gloves. Over 90% of our current products incorporate technologies or designs developed in the last five years. The Titleist Pro V1 franchise is an example of our innovation leadership. We have sold over 110 million dozen Pro V1 and Pro V1x golf balls, generating over $4 billion of revenue, since the introduction of the Pro V1 in 2000.

        Operational Excellence.     Unlike many other golf companies, we own or control the design, sourcing, manufacturing, packaging and distribution of our products. Our vertically integrated approach delivers a consistent product quality and results in very high customer satisfaction. By controlling key aspects of the design and manufacturing processes, we are better able to protect our intellectual property as well as offer customization capabilities and efficient turn times. Furthermore, we are able to provide custom fitted products to individuals in a short timeframe and facilitate regional market customization.

        Unparalleled Route to Market Leadership.     The foundation of our go-to-market strategy is to continue to be the preferred partner for premium golf shops worldwide and to provide customization and fitting that optimize our customers' post-purchase experiences. In doing so, we ensure that the performance benefits derived from using our products are showcased and our products are properly merchandised, while deepening our customers' connections with the Titleist and FootJoy brands. We believe these initiatives, in turn, increase sales and profitability for our retail partners, leading to a mutually beneficial economic relationship. There are currently over 3,400 premium golf shops that exclusively stock or display Titleist balls.

        Deep Stewardship Culture and Experienced Management Team.     Behind our exceptional products and organizational infrastructure lies an authentic and enduring organizational culture validated by the longevity of our management team, sales force and associates. Our management team members, many of whom have dedicated their entire careers to our company, average over 20 years of employment with us. They are supported by a deep and talented team of associates across product categories, functions, markets and geographies, who serve as strong brand and cultural ambassadors. Approximately 50% of our U.S. associates have over ten years of employment with us, highlighting the depth of our talent and future leaders. We are the stewards of our brands, and we are committed to maintaining the culture of excellence that defines us and our products.

Our Growth Strategies

        We plan to continue to pursue organic growth initiatives across all product categories, brands, geographies and marketing channels.

        Introduce New Products and Extend Market Share Leadership in Equipment Categories.     We expect to sustain our strong performance in our core categories of golf balls and golf clubs through several targeted strategies:

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Titleist Golf Balls .   To ensure sustained long-term market leadership, we are continuously investing in design innovation and refining our sell-in and sell-through route to market

capabilities and effectiveness in the golf ball product category. We are currently focused on improving our sales team training in product, merchandising, local promotion and selling skills, as well as enhancing trade partnerships in those channels where dedicated golfers shop. We will continue to grow our custom golf ball business by targeting both corporations and individuals, thereby increasing brand loyalty and the likelihood of repeat purchases.

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Titleist Clubs, Wedges and Putters .   We intend to continue to launch innovative, performance golf clubs by further leveraging Titleist clubs' leading R&D platform. We believe concept and specialty products, trial and fitting initiatives and premium quality digital content will further drive customer awareness and market share gains across all premium club categories.

        Increase Penetration in Golf Gear and Wear Categories.     We intend to build on the brand loyalty that the dedicated golfer has developed for our Titleist ball and club categories and FootJoy shoe and glove categories in order to increase our penetration in the adjacent categories of golf gear and golf wear. We expect to continue to drive growth across these categories by employing the following initiatives:

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Titleist Golf Gear .   We are committed to providing dedicated golfers with golf gear of performance and quality excellence that is faithful to the Titleist brand promise. We are making significant investments in design and engineering resources and are leveraging dedicated player research methodologies and insights to drive innovation in this product category. We also plan to expand custom and limited edition product offerings and launch a U.S. eCommerce website for Titleist golf gear in 2017.



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FootJoy Women's Apparel Initiative .   We are currently building out a focused, performance-based FootJoy women's apparel line consistent with the brand's successful positioning in men's apparel. The women's apparel line, which launched in early 2016, pairs sophisticated performance fabrics and design with layering technology pioneered by FootJoy to create maximum comfort and protection. By leveraging our existing FootJoy sales force in an adjacent category, we believe we can offer a compelling and authentic solution to female golfers and capitalize on the trend of casual, athletic styling that is driving success in the broader women's apparel space.



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FootJoy eCommerce Launch .   We recently launched a U.S. eCommerce website offering over 6,000 SKUs across all FootJoy categories. The eCommerce initiative is expected to yield incremental sales and profitability, enriched data on preferences and trends as well as foster a deeper and more real time connection with the dedicated golfer.

        Strategically Pursue Global Growth.     The Titleist and FootJoy brands are both global brands that are well positioned where golf's growth is anticipated. While we believe that a majority of the near-term growth will be driven by the developed economies, emerging economies, such as the markets in Southeast Asia, represent longer-term growth opportunities. To meet future demand, we are ensuring that local capabilities and expertise in sales, customer service, merchandising, online presence, golf education and fitting initiatives are in place to support our operations.

The Refinancing

        On April 27, 2016, Acushnet Company, our direct wholly-owned operating subsidiary, entered into a credit agreement, or the new credit agreement, which provides for (i) a new $275.0 million multi-currency revolving credit facility, or our new revolving credit facility, including a $20.0 million letter of credit sub-facility, a C$25.0 million sub-facility for Acushnet Canada Inc. and a £20.0 million sub-facility for Acushnet Europe Limited and an alternative currency sublimit of $100.0 million for borrowings in Canadian dollars, euros, pounds sterling and Japanese yen, (ii) a new $375.0 million term loan A facility, or our new term loan A facility, and (iii) a new $100.0 million delayed draw term loan A facility, or our new delayed draw term loan A facility, each of which matures on the fifth anniversary of the initial funding under the new credit agreement.

        The new credit agreement was signed and became effective on April 27, 2016 and we expect the initial funding under the new credit agreement to occur on or around July 29, 2016. On the initial funding date, we expect to use the proceeds of the new term loan A facility and borrowings under the new revolving credit facility to repay all amounts outstanding under our secured floating rate notes, our former senior revolving credit facility, and certain of our former working credit facilities and to pay fees and expenses related to the foregoing. Until the date that is one year after the initial funding date, the commitments under the new delayed draw term loan A facility will be available to make payments in connection with the final payout of the outstanding Equity Appreciation Rights, or EARs, under the Acushnet Company Equity Appreciation Rights Plan, as amended, or the EAR Plan.

        In addition, on or around June 30, 2016, we expect to use cash on hand and/or borrowings under our former senior revolving credit facility to repay all amounts outstanding under our former senior term loan facility. We refer to (i) the entering into of the new credit agreement and the use of borrowings under the new term loan A facility and the new revolving credit facility to repay all amounts outstanding under our secured floating rate notes, our former senior revolving credit facility, and certain of our former working credit facilities and to pay fees and expenses related to the foregoing and (ii) the use of cash on hand and/or borrowings under our former senior revolving credit facility to repay all amounts outstanding under our former senior term loan facility collectively as the Refinancing. We refer to our former senior term loan facility, our former senior revolving credit facility and certain of our former working credit facilities that are being repaid in connection with the Refinancing as our former credit facilities.

        In this prospectus, we refer to our senior revolving credit facility, our senior term loan facility and certain of our working credit facilities that will be repaid and terminated on or around July 29, 2016 as "former" because the new credit agreement became effective on April 27, 2016; however, our senior term loan facility and any borrowings thereunder remain outstanding until such borrowings are repaid and such facility is terminated on or around June 30, 2016 and our senior revolving credit facility and such working credit facilities and any borrowings thereunder remain outstanding until such borrowings are repaid and such facilities are terminated on the initial funding date. For more information on the terms of the new credit agreement, see "Description of Indebtedness."

Risk Factors

        Investing in our common stock involves a high degree of risk. You should carefully consider the risks described in "Risk Factors" before making a decision to invest in our common stock. If any of these risks actually occurs, our business, financial condition and results of operations could be materially adversely affected. In such case, the trading price of our common stock would likely decline and you may lose part or all of your investment. Below is a summary of some of the principal risks we face:

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a reduction in the number of rounds of golf played or in the number of golf participants;

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unfavorable weather conditions, macroeconomic or demographic factors;



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a disruption in the operations of our manufacturing, assembly or distribution facilities or in the operations of our suppliers or an increase in the cost of raw materials and components;



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many of our raw materials or components of our products are provided by a sole or limited number of third-party suppliers and manufacturers;



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currency transaction and currency translation risks and other risks associated with doing business globally;



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reliance on technical innovation and the ability to manage the frequent introduction of new products;



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ability to enforce and protect our intellectual property rights and lawsuits related to intellectual property matters;



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intense competition and an inability to maintain our competitive advantage;



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dependence on retailers and distributors and ability to maintain and further develop our sales channels;



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seasonal fluctuations and cyclicality due to new product introductions;



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reliance on complex information and technology-based systems and cybersecurity risks;



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reliance on our current senior management team and other key employees; and



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ability to maintain effective internal controls over financial reporting.

Corporate Information

        Acushnet Holdings Corp. was incorporated in Delaware on May 9, 2011 as Alexandria Holdings Corp., an entity owned by Fila Korea Ltd., a leading sport and leisure apparel and footwear company which is a public company listed on the Korea Exchange, and a consortium of investors led by Mirae Assets Global Investments, a global investment management firm. Acushnet Holdings Corp. acquired Acushnet Company, our operating subsidiary, from Beam Suntory, Inc. (at the time known as Fortune Brands, Inc. and which we refer to as Beam) on July 29, 2011, which we refer to as the Acquisition. Immediately prior to the closing of this offering and after giving effect to (i) the conversion of all of our outstanding 7.5% convertible notes due 2021, or our Convertible Notes, (ii) the conversion of all of our outstanding Series A 7.5% redeemable convertible preferred stock, or our Convertible Preferred Stock, and (iii) the exercise by Fila Korea Ltd. of all of our outstanding common stock warrants, which is expected to occur in July 2016, Fila Korea Ltd. will own approximately 33.1% of our common stock and the consortium of investors led by Mirae Assets Global Investments will own approximately 66.5% of our common stock.

        Our principal executive offices are located at 333 Bridge Street, Fairhaven, Massachusetts 02719. Our telephone number is (800) 225-8500. Our principal website address is www.acushnetcompany.com. The information on, or accessible through, our website and the other websites referenced herein is deemed not to be incorporated by reference in this prospectus or to be a part of this prospectus.