M&A - DICK'S SPORTING GOODS, INC.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525120246

Filing Summary: On May 15, 2025, DICK'S Sporting Goods, Inc. and Foot Locker, Inc. announced the execution of a definitive merger agreement under which DICK'S will acquire Foot Locker. The transaction implies an equity value of approximately $2.4 billion and an enterprise value of around $2.5 billion. Foot Locker shareholders can choose to receive either $24.00 in cash or 0.1168 shares of DICK'S common stock for each share of Foot Locker common stock. The transaction is subject to Foot Locker shareholder approval and customary closing conditions, and is expected to be finalized in the second half of 2025. Additionally, DICK'S Sporting Goods reported preliminary first quarter results showing a comparable sales growth of 4.5% and earnings per diluted share of $3.24, highlighting confidence in the merger as a transformative step beneficial for all stakeholders involved.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525120901

Filing Summary: DICK'S Sporting Goods, Inc. has entered into a definitive merger agreement to acquire Foot Locker, Inc., expanding DICK'S reach in the global sports retail industry. This acquisition is considered a significant milestone for DICK'S and aims to create new growth opportunities and innovation. Foot Locker will continue to function as a separate entity until the deal is completed, with no immediate changes to operations or team structures expected. DICK'S emphasizes its commitment to invest in Foot Locker's business post-acquisition. The acquisition is anticipated to open avenues for long-term success and profitable growth, leveraging the combined company's strengths and foundational values centered on sports. DICK'S will file a registration statement on Form S-4 with the SEC, which will include a proxy statement for Foot Locker that serves as a prospectus for shares of DICK'S common stock. Both companies urge investors to read the relevant documents carefully as they become available, ensuring transparency regarding the transaction and its implications.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525120903

Filing Summary: DICK'S Sporting Goods, Inc. has announced a definitive merger agreement to acquire Foot Locker, Inc. This strategic move is viewed as an opportunity to enhance their value in the global sports retail market, combining DICK'S operational expertise with Foot Locker's strong brand presence and extensive retail network. Foot Locker operates around 2,400 retail stores in 20 countries, making it a significant player in the industry. The merger aims to create a global platform that unites sport and sports culture, allowing DICK'S to serve a wider range of consumers and strengthen its relationships with brand partners. The deal is expected to close in the second half of the year, with Foot Locker continuing to operate independently post-acquisition. DICK'S management emphasized that operations would remain unchanged during the merger process and reassured employees that the focus would continue on growth strategies. The document also contains forward-looking statements regarding potential risks and operational impacts associated with the merger, alongside plans to file a registration statement and proxy statement with the SEC.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525120904

Filing Summary: DICK'S Sporting Goods, Inc. announced an agreement to acquire Foot Locker, Inc., marking a strategic consolidation of two iconic brands in the sporting goods industry. The communication included a video message for Foot Locker employees by Edward W. Stack, Executive Chairman of DICK'S, and Lauren Hobart, President & CEO of DICK'S. Stack emphasized the respect for Foot Locker's brand and its significant role in sneaker culture, expressing excitement about combining strengths and opportunities. Hobart highlighted values of dedication, optimism, integrity, and authenticity as core to both companies, anticipating a positive integration that allows Foot Locker to maintain operations as a separate entity for its footwear expertise. Forward-looking statements were made regarding the potential future benefits and integration challenges of the merger, with caution on known risks and uncertainties affecting performance. Further regulatory filings regarding the merger, including a Form S-4 registration statement and proxy statements, are expected as part of the transaction process, reinforcing the importance of careful reading by investors and stakeholders.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525120906

Filing Summary: On May 15, 2025, DICK'S Sporting Goods, Inc. announced a definitive merger agreement to acquire Foot Locker, Inc. The transaction is valued at approximately $2.4 billion, and Foot Locker shareholders will have the option to receive either $24 in cash per share or 0.1168 shares of DICK'S common stock. The merger is seen as an opportunity to create a global leader in the sports retail industry by combining DICK'S operational expertise with Foot Locker's established brand presence and international footprint. DICK'S executives articulated the strategic benefits of this acquisition, including expansion into international markets and addressing various consumer needs through complementary business models. They anticipate synergies of $100-$125 million mainly from procurement efficiencies. The deal has received approval from both companies' boards and is expected to close in the second half of 2025, subject to customary approvals.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525120907

Filing Summary: DICK'S Sporting Goods, Inc. filed a communication regarding its proposed acquisition of Foot Locker, Inc. on May 15, 2025. The communication highlights the intention to acquire Foot Locker as part of a strategic move to enhance DICK'S market position. It contains cautionary notes regarding forward-looking statements, indicating that various risks and uncertainties could affect the projected outcomes of the transaction. Key risks include macroeconomic conditions, supply chain disruptions, changes in consumer demand, competition, financing conditions, and regulatory approvals. DICK'S plans to file a registration statement on Form S-4 with the SEC, which will include a proxy statement for Foot Locker. This document urges investors and security holders to read the upcoming registration statement and proxy statement/prospectus as they will contain important information about the transaction and the involved companies. The filing represents an important step toward effectively integrating the operations of both companies, aiming for anticipated cost synergies and improved market strategies.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525120955

Filing Summary: On May 15, 2025, DICK'S Sporting Goods, Inc. entered into a Merger Agreement with RJS Sub LLC and Foot Locker, Inc. According to the agreement, RJS Sub LLC will merge with Foot Locker, resulting in Foot Locker becoming a wholly owned subsidiary of DICK'S. The holders of Foot Locker Common Stock may choose to receive either $24.00 per share in cash or 0.1168 shares of DICK'S common stock. The merger is subject to various closing conditions including shareholder approval and antitrust clearance. The agreement also outlines terms regarding outstanding stock options and units held by Foot Locker employees and directors. A financing commitment for up to $2.4 billion has been secured to cover merger related expenses. The merger can be terminated under specific conditions, including breaches of the agreement by either party. DICK's plans to file a registration statement with the SEC regarding the transaction, and the definitive proxy statement/prospectus will be provided to Foot Locker shareholders.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525120243

Filing Summary: On May 15, 2025, DICK'S Sporting Goods, Inc. issued a press release announcing the execution of an Agreement and Plan of Merger with Foot Locker, Inc. under which RJS Sub LLC, a wholly owned subsidiary of DICK'S Sporting Goods, will merge with Foot Locker, making Foot Locker a wholly owned subsidiary. The press release also disclosed preliminary unaudited financial results for DICK'S first quarter of 2025. The Company intends to file a registration statement with the SEC regarding the merger, and details of the transaction will be included in related proxy statements and prospectus documents to be filed.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525120951

Filing Summary: DICK’S Sporting Goods, Inc. announced on May 15, 2025, that it has entered into an Agreement and Plan of Merger with Foot Locker, Inc. and its subsidiary, RJS Sub LLC. The merger involves RJS Sub merging with Foot Locker, which will continue as a wholly owned subsidiary of DICK’S. The transaction allows Foot Locker shareholders to receive either $24.00 per share in cash or 0.1168 shares of DICK’S Common Stock for each Foot Locker share. The election period for shareholders lasts at least twenty business days before DICK’S closing date estimate. Several key provisions include converting Foot Locker's time-based and performance stock units into similar DICK'S units and handling stock options contingent on cash consideration. The merger requires shareholder approval from Foot Locker's investors, along with antitrust clearance and the absence of any legal restraints. Goldman Sachs Bank USA has agreed to finance up to $2.4 billion for the merger expenses. The merger agreement also outlines conditions for potential termination and significant termination fees depending on the circumstances.