#United States #Pittsburgh #DICK'S Sporting Goods #Foot Locker #2029 Senior Notes

DICK'S Sporting Goods Takes Significant Step in Foot Locker Acquisition

PITTSBURGH, June 6, 2025 – DICK'S Sporting Goods, Inc. (NYSE: DKS), a prominent full-line omni-channel sporting goods retailer, has officially announced the initiation of an exchange offer and consent solicitation for Foot Locker's 4.000% Senior Notes due 2029. This strategic move accompanies DICK'S anticipated acquisition of Foot Locker, showcasing its commitment to expanding its market presence and optimizing financial resources.

In this exchange offer, eligible holders of the Foot Locker Notes will have the opportunity to exchange their existing notes for newly issued DICK'S senior notes. Specifically, the offer provides equity holders the chance to acquire up to $400 million in DICK'S 4.000% Senior Notes due 2029. This initiative not only serves as a compelling financial strategy but also aims to simplify the capital structure ahead of the merger, which will see Foot Locker integrate fully as a subsidiary of DICK'S.

The offer includes not just the exchange of notes but also a consent solicitation aimed at amending certain restrictive terms associated with the current Foot Locker Notes. These amendments propose to eliminate most of the restrictive covenants and certain events that could trigger defaults, thus allowing greater flexibility in managing the combined entity post-acquisition.

Key Details of the Exchange Offer

The terms of the exchange are presented in a detailed table that outlines the amounts and conditions associated with the offer. Here are some key elements from the exchange offer:

• - Consent Payment: Holders of the Foot Locker Notes who validly tender their notes will receive a cash payment that ranges from $2.50 to $5.00 per $1,000 in principal, depending on the level of participation.
• - Exchange Consideration: For every $1,000 principal amount of Foot Locker Notes tendered, participants are eligible to receive $970 of DICK'S notes.
• - Early Participation Premium: An additional incentive of $30.00 will be awarded for those who participate in the exchange by a specified early deadline.

This carefully structured offer is intended to encourage active participation and ensure a majority of noteholders take part, thereby enabling DICK'S to proceed with its acquisition plans seamlessly. Should the conditions set forth in the offer and consent solicitation be met, the closed acquisition will strengthen DICK'S portfolio and enhance its competitive position in the market.

Timeline and Conditions

The Exchange Offer will be open until August 1, 2025, and is contingent upon securing at least a majority of the Foot Locker Notes. The settlement date is anticipated shortly following the expiration period and will coincide with the acquisition's closing date. DICK'S has made it clear that while it retains the discretion to extend certain dates and modify terms, the closing of the merger itself is a critical condition for moving forward with these financial operations.

The Strategic Merger

This acquisition is pivotal for DICK'S as it seeks to bolster its market leadership amid increasing competition in the sporting goods sector. By integrating Foot Locker's extensive retail presence and resources, DICK'S aims to enhance its overall value proposition to consumers and stakeholders. Foot Locker's operational efficiencies, retail footprint, and brand loyalty align well with DICK'S current business strategy, creating potential for significant growth both in sales and market share.

DICK'S Sporting Goods continues to innovate in how it approaches the market, believing firmly in the transformative power of sports and their role in enriching lives. The proposed changes encapsulated in this exchange offer symbolize a forward-thinking approach, aimed at building a sustainable and attractive future for athletes and sports enthusiasts alike.

For further details or to review the full terms, eligible holders of the Foot Locker Notes are encouraged to access the offering memorandum and consent solicitation documents available from Global Bondholder Services Corporation.

Conclusion

With DICK'S Sporting Goods leading the charge in strategic financial restructuring and expansive growth through acquisitions, the future of the sporting goods retail sector looks promising. This exchange offer represents a significant step toward achieving an elevated operational framework that will cater to the evolving demands of the consumer market. Stakeholders are advised to stay informed on the developments surrounding this merger as they unfold, highlighting a transformative phase for both DICK'S and Foot Locker in the competitive landscape of retail sporting goods.