Dick's Sporting Goods has initiated an exchange offer and consent solicitation for Foot Locker's senior notes due 2029. In connection with the anticipated acquisition of Foot Locker, Dick's is offering eligible holders the opportunity to exchange any and all outstanding 4.000% senior notes due 2029 issued by Foot Locker for new 4.000% senior notes due 2029 issued by Dick's, in addition to a consent payment.
The table provided outlines the details for the exchange offer and consent solicitation. It shows that the principal amount outstanding for the 4.000% senior notes due 2029 issued by Foot Locker is $400,000,000. The consent payment ranges from $2.50 to $5.00 per $1,000 principal amount of the Foot Locker notes, depending on the participation of eligible holders. The exchange consideration is $970 principal amount of Dick’s 4.000% senior notes due 2029, and the early participation premium 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.
It is important to note that 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. This condition may not be waived by Dick’s.
The press release indicates that Dick’s, on behalf of Foot Locker, is also soliciting consents to adopt certain proposed amendments to the indenture governing the Foot Locker notes, which include the elimination of substantially all of the restrictive covenants, certain affirmative covenants, and certain events of default.
The specifics provided in the press release offer a clear insight into the terms and conditions of the exchange offer and consent solicitation, providing investors and stakeholders with a comprehensive understanding of the proposed transaction. The market has reacted to these announcements by moving the company's shares 0.98% to a price of $180.75. Check out the company's full 8-K submission here.
