Dick’s Sporting Goods has commenced an exchange offer and consent solicitation for Foot Locker's senior notes due 2029. In connection with its 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 up to $400 million aggregate principal amount of new 4.000% senior notes due 2029 issued by Dick’s and the consent payment.
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, with an early participation premium of $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.
This exchange offer and consent solicitation are being conducted in connection with, and are conditioned upon, among other things, 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, which condition may not be waived by Dick’s.
Dick’s is also soliciting consents to adopt certain proposed amendments to the indenture governing the Foot Locker notes to, among other changes, eliminate substantially all of the restrictive covenants, certain affirmative covenants, and certain events of default.
The press release provides specific details regarding the principal amount outstanding, consent payment, exchange consideration, early participation premium, and total consideration for the Foot Locker notes, offering clear insights into the terms of the exchange offer and consent solicitation. Today the company's shares have moved 0.98% to a price of $180.75. For more information, read the company's full 8-K submission here.
