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Dick’s Sporting Goods Announces Acquisition of Foot Locker

A concept illustration of the merger between Dick's Sporting Goods and Foot Locker, symbolizing growth in the sporting goods sector.

News Summary

Dick’s Sporting Goods has announced an Exchange Offer to acquire Foot Locker, marking a significant transformation in its business strategy. This merger aims to enhance Dick’s position in the sporting goods retail market, with plans for restructuring Foot Locker’s financial obligations. The company’s financial performance remains robust, with substantial growth reported in net sales, positioning it favorably for future developments in the industry. The Exchange Offer is set to conclude on August 1, 2025, as Dick’s seeks to consolidate its market presence and capabilities.

Pennsylvania – Dick’s Sporting Goods, Inc. has announced an Exchange Offer and plans to acquire Foot Locker, Inc., signaling a significant shift in its operations. This strategic move will enhance Dick’s position as a prominent player in the sporting goods retail market.

As part of this initiative, Dick’s will exchange eligible holders’ outstanding Foot Locker notes for newly issued notes, with a principal amount of up to $400 million. The completion of the Exchange Offer is contingent on a merger that will make Foot Locker a wholly owned subsidiary of Dick’s. As of the Early Participation Date on June 20, 2025, Dick’s reported that $369,381,000 of Foot Locker Notes were validly tendered.

Furthermore, the Exchange Offer is coupled with a consent solicitation that seeks to amend the terms of Foot Locker’s outstanding notes. The proposed amendments aim to eliminate most restrictive covenants and certain default events, providing greater flexibility to the combined entity. Eligible holders participating in the Exchange Offer will receive approximately $2.71 per $1,000 in principal amount of their Foot Locker notes as a consent payment. Additionally, there will be an early participation premium of $30 for every $1,000 in principal amount of notes tendered.

The deadline for submitting a withdrawal for the Exchange Offer is defined, and eligible holders are encouraged to act promptly to secure the consent payment. The Exchange Offer and related Consent Solicitation will conclude on August 1, 2025, unless an extension is announced.

On the financial front, Dick’s Sporting Goods has reported substantial growth. For the fiscal year 2021, the company witnessed a net sales increase of 28.3%, totaling $12.29 billion compared to the previous year. As of March 9, 2022, Dick’s market capitalization exceeded $9 billion, and its shares appreciated by 2.1% at close.

Founded and based in the United States, Dick’s Sporting Goods is a leading omni-channel retailer specializing in sporting goods, with over 850 stores across the nation. The company, which includes brands like Golf Galaxy and Public Lands, is also dedicated to supporting youth sports and various community initiatives.

The planned merger with Foot Locker is expected to further solidify Dick’s market presence and strengthen its capabilities in the competitive sporting goods industry. The company is preparing to file a registration statement with the Securities and Exchange Commission regarding the acquisition and the Exchange Offer, which underscores its commitment to transparency and regulatory compliance.

As the sporting goods landscape continues to evolve, Dick’s Sporting Goods is positioning itself for future growth and expansion. The Exchange Offer and acquisition of Foot Locker may provide new opportunities for innovation and enhanced customer service, contributing to the company’s long-term strategy and vision.