*

F&F says it was largest investor in Centroid's 2021

investment

in TaylorMade with right of first refusals in a sale

*

Centroid taps JPMorgan ( JPM ), Jefferies for TaylorMade sale that

could

fetch $3.5 billion, sources say

*

Centroid says sale would maximize returns for its fund

investors

By Kane Wu and Joyce Lee

HONG KONG/SEOUL, July 21 (Reuters) - South Korean

fashion retailer F&F Co said on Monday it has hired Goldman

Sachs ( GS ) to advise on an acquisition of TaylorMade, and that

it would take legal action if the owner of the global golf

products maker proceeds with a separate sale process.

Earlier this year Centroid Investment Partners, a

Seoul-based private equity firm, hired JPMorgan ( JPM ) and

Jefferies to run a sale process of Carlsbad,

California-headquartered TaylorMade which it had acquired in

2021.

The sale, according to two people familiar with the

transaction, could fetch $3.5 billion.

On Monday, F&F said it participated in the 2021 TaylorMade

acquisition as "a strategic investor and, as the largest

investor, secured written Consent Rights over key management

matters, including borrowing, major business decisions, and

equity sales".

F&F, however, has not consented to Centroid's current effort to

sell TaylorMade, and views it as a significant breach of its

contractual consent rights, it said in a statement.

"We are methodically preparing to exercise our Right of

First Refusal (ROFR), should circumstances warrant, to ensure

alignment with our original investment thesis," the company

stated.

"Independent of our acquisition plans, we are fully prepared

to deploy all available legal and contractual measures to hold

Centroid accountable for its violations."

Under the terms for the acquisition of TaylorMade by

Centroid, F&F said it invested 358 billion won ($258 million) of

the subordinated equity investment totalling 619.2 billion won,

making it the largest equity investor as a limited partner (LP).

Centroid has not disclosed the financial details of the

2021 acquisition.

The mezzanine investment amounted to 471.5 billion won, with

F&F contributing 195.7 billion won.

The fashion firm had already announced its intent of

acquiring TaylorMade last month, saying it made a substantial

investment in TaylorMade in 2021 with the ultimate goal of

acquiring the company.

Centroid's advisors have sent confidential information

memoranda and process letters regarding the sale of TaylorMade

to prospective buyers, the people said, adding no official

process has been launched yet. The people could not be named as

the information was confidential.

Centroid, in response to a Reuters request for comment,

confirmed it was undergoing a process of selling TaylorMade to

maximize its LPs' return on investment.

F&F is an LP investor in a fund operated by Centroid as the

general partner (GP), the private equity firm said.

In private equity, GP refers to the manager of a fund who is

responsible for making investment and operational decisions

while LPs are investors in the fund who usually have a more

passive role in individual deals.

Centroid confirmed F&F holds the right of first refusal which it

intends to guarantee.

"The right of first refusal is a right that allows the

holder to determine whether or not to implement it once prices

and conditions are determined through the auction process, and

it is contradictory to want to stop the sale while hoping to

exercise the right," Centroid said.

The firm declined to comment further while JPMorgan ( JPM ),

Jefferies and Goldman Sachs ( GS ) declined to comment.

Founded in 1979, TaylorMade produces golf clubs, balls and

other accessories and has offices in Canada, China, Japan, South

Korea and Australia outside the U.S., its website shows.

The company could not be immediately reached for comment

outside U.S. hours.

($1 = 1,387.3900 won)

(Reporting by Kane Wu in Hong Kong and Joyce Lee in Seoul;

additional reporting by Heekyong Yang in Seoul; Editing by Chizu

Nomiyama )