Dick’s Sporting Goods, Inc. has announced the commencement of an exchange offer and consent solicitation for Foot Locker, Inc.'s 4.000% senior notes due 2029. As part of the offer, Dick’s is offering eligible holders the opportunity to exchange any and all outstanding Foot Locker notes for up to $400 million aggregate principal amount of new 4.000% senior notes due 2029 issued by Dick’s, as well as a consent payment. The exchange offer and consent solicitation are being conducted in connection with the anticipated acquisition of Foot Locker by Dick’s.
In conjunction with the exchange offer, Dick’s is soliciting consents to adopt certain proposed amendments to the indenture governing the Foot Locker notes, including the elimination of restrictive covenants, certain affirmative covenants, and certain events of default.
The exchange offer and consent solicitation are contingent upon 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 consent payment for the Foot Locker notes will range from $2.50 per $1,000 principal amount if all eligible holders tender, to approximately $5.00 per $1,000 principal amount if eligible holders tender a simple majority of the aggregate principal amount of the Foot Locker notes. This payment will be made on the settlement date.
For each $1,000 principal amount of Foot Locker notes accepted for exchange, holders will receive $970 principal amount of Dick’s 4.000% senior notes due 2029, as well as a $30.00 principal amount of Dick’s 4.000% senior notes due 2029 and the consent payment.
The offering memorandum and consent solicitation statement provide further details on the terms and conditions of the exchange offer and consent solicitation. The market has reacted to these announcements by moving the company's shares 0.98% to a price of $180.75. If you want to know more, read the company's complete 8-K report here.
