Dick's Sporting Goods Announces Acquisition of Foot Locker

By Bobby Samwell • Saturday, June 07 06:02 • Permanent Link

Dick's Sporting Goods has announced the commencement of an exchange offer and consent solicitation for Foot Locker's senior notes due 2029, in connection with its anticipated acquisition of Foot Locker. The exchange offer and consent solicitation are being conducted in connection with the closing of the merger of a subsidiary of Dick’s with and into Foot Locker, with Foot Locker surviving the merger as a wholly owned subsidiary of Dick’s.

The following are the details of the exchange offer and consent solicitation for the Foot Locker notes:

The principal amount outstanding of the 4.000% senior notes due 2029 issued by Foot Locker is $400,000,000.
The consent payment for the Foot Locker notes will range from $2.50 per $1,000 principal amount to approximately $5.00 per $1,000 principal amount.
The exchange consideration for the Foot Locker notes is $970 principal amount of Dick’s 4.000% senior notes due 2029.
The early participation premium for the Foot Locker notes is $30.00 principal amount of Dick’s 4.000% senior notes due 2029.
The total consideration for the Foot Locker notes is $1,000 principal amount of Dick’s 4.000% senior notes due 2029 and the consent payment.

The exchange offer and consent solicitation are contingent upon the closing of the acquisition, which may not be waived by Dick’s.

In conjunction with the exchange offer, Dick’s, on behalf of Foot Locker, is soliciting consents to adopt certain proposed amendments to the indenture governing the Foot Locker notes, including the elimination of substantially all of the restrictive covenants, certain affirmative covenants, and certain events of default.

The details presented in the press release provide a comprehensive overview of the exchange offer and consent solicitation for Foot Locker's senior notes due 2029, shedding light on the key terms and conditions of the proposed transaction. Following these announcements, the company's shares moved 0.58%, and are now trading at a price of $180.04. If you want to know more, read the company's complete 8-K report here.

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