#USA #Senior Notes #Pittsburgh #DICK'S Sporting Goods #Foot Locker

DICK'S Sporting Goods Finalizes Exchange Offer for Foot Locker Senior Notes

On September 9, 2025, DICK'S Sporting Goods, Inc. announced the conclusion of its previously established exchange offer and consent solicitation related to Foot Locker, Inc.'s 4.000% Senior Notes due 2029. The Exchange Offer permitted eligible holders to swap their Foot Locker notes for new DICK'S senior notes and, in some cases, cash payments.

The expiration of the Exchange Offer was set for 5:00 PM New York City time on the same day, firmly establishing the end of the offer period with no extensions allowed. As a result of this exchange process, any validly tendered Foot Locker Notes are now non-withdrawable, and their associated consents cannot be revoked.

According to data from Global Bondholder Services Corporation, which acted as the information agent for this occasion, by the Expiration Date, approximately 95.48% of the total principal amount of the Foot Locker Notes had been tendered, totaling $381.9 million out of the $400 million originally outstanding.

The proceedings were conducted in accordance with the Offering Memorandum and Consent Solicitation Statement issued on June 6, 2025, with subsequent amendments communicated via press releases prior to the end date. DICK'S confirmed it would issue senior notes totaling $381.9 million alongside a consent payment of $1 million for Validly tendered Foot Locker Notes, reflecting a strategic move to solidify its financial standing post-acquisition of Foot Locker.

The exchange involved the issuance of new DICK'S senior notes alongside direct cash payments, enhancing DICK'S liquidity position while facilitating easier management of existing Foot Locker debts.

Additionally, as part of this financial restructuring, a supplemental indenture to the Foot Locker Indenture was executed to implement certain proposed amendments with immediate effect. DICK'S has set September 11, 2025, as the expected date for concluding this transaction, marking a substantial advancement in its integration of Foot Locker's operations into its portfolio.

The terms of this exchange offer were accessible solely to eligible holders who verified their qualifications per the specified criteria, either as Qualified Institutional Buyers in the U.S. or qualifying international investors. This selective approach underscores the company's commitment to maintaining a streamlined and compliant financial operation while enhancing shareholder value.

Please note that the DICK'S senior notes are unregistered and will not be available for sale or offering in the United States unless they are registered or exempt. The overall climate for DICK'S reflects a broader strategy not only for debt management but also for establishing firm control over brand enhancements within the competitive sporting goods market.

As DICK'S Sporting Goods moves forward with its consolidated approach, this exchange offer signifies a pivotal moment in amplifying the brand's market presence while reinforcing its commitment to excellence in the sporting goods sector, ultimately driving innovation and growth into the future.

The seas of change in retail underscore the necessity for robust financial maneuvers and insightful agreement structuring, demonstrating DICK'S readiness to adapt and thrive in an increasingly dynamic market landscape. With strategic acquisitions and exchanges, the company stands to harness greater operational efficiencies and customer engagement, fostering a powerful legacy in sports and community dedication.