M&A - FOOT LOCKER, INC.

Form Type: 425

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925049977

Filing Summary: DICK’S Sporting Goods, Inc. announced an agreement to acquire Foot Locker, Inc., aiming to combine their two iconic brands. The communication, primarily targeting Foot Locker employees, highlighted the potential for enhanced growth and cooperation between the companies. DICK’S Executive Chairman, Edward W. Stack, expressed enthusiasm for the merger, emphasizing respect for Foot Locker's brand and its important role in sneaker culture. He reassured employees that Foot Locker would continue to operate as a separate entity focused on its core business. President & CEO Lauren Hobart outlined shared values and a vision for synergy in operations, encouraging Foot Locker’s team about the forthcoming integration. The document also contained cautionary forward-looking statements concerning the transaction and potential risks, including impacts from macroeconomic conditions and supply chain issues. Further details about the merger are to be disclosed in future filings with the SEC, including a registration statement and proxy statement/prospectus, which are essential for shareholders to understand the transaction's implications.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925048860

Filing Summary: On May 15, 2025, Foot Locker, Inc. announced preliminary comparable store sales, GAAP earnings per share, and non-GAAP earnings per share for the first fiscal quarter. The announcement highlighted that these results are subject to revision as they are based on preliminary information. The company also reported the execution of a merger agreement with DICK’S Sporting Goods, Inc., which would lead to the acquisition of Foot Locker by DICK’S. The details surrounding the merger include the announcement of a joint press release providing further details on the transaction, and a registration statement on Form S-4 is expected to be filed with the SEC. The document emphasizes the risks and uncertainties related to the merger and the future performance of the combined company.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925049594

Filing Summary: On May 15, 2025, Foot Locker, Inc. entered into a Merger Agreement with DICK’S Sporting Goods, Inc. and RJS Sub LLC. The agreement stipulates that RJS Sub LLC will merge with Foot Locker, with Foot Locker continuing as the surviving entity. Shareholders of Foot Locker can choose to receive $24.00 in cash per share or an equivalent number of shares of DICK’s Common Stock based on an exchange ratio of 0.1168. Unexercised Company Options with an exercise price below the Cash Consideration will be converted into cash, while others will be cancelled. The transaction is subject to various closing conditions, including approval from two-thirds of Foot Locker's shareholders. If the merger proceeds, Foot Locker's shares will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934. The agreement also includes customary termination provisions and potential termination fees for breaches if the merger does not proceed as anticipated.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925049601

Filing Summary: Foot Locker, Inc. has announced a significant merger transaction with DICK'S Sporting Goods, marking a new chapter in the company's evolution. This partnership aims to enhance the retail platform for both companies, leveraging DICK'S strong omnichannel retail capabilities to better serve consumer needs and elevate the sneaker culture. The deal is designed to position Foot Locker for long-term growth and success, with DICK'S intending to operate it as a standalone unit within its business. Key benefits include investment in Foot Locker's brand, improved customer experiences, and maintaining existing store locations and employees. The transaction is expected to close in the second half of 2025, contingent upon regulatory and shareholder approvals, while current business operations and employee roles will remain unaffected during the transition period. Foot Locker shareholders will have options regarding their shares post-transaction, including cash or stock options.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925049603

Filing Summary: Foot Locker, Inc. has entered into a definitive agreement to be acquired by DICK’S Sporting Goods for an estimated enterprise value of approximately $2.5 billion. The acquisition represents a significant step for Foot Locker, enabling it to leverage DICK’S established market presence, capital resources, and commitment to growth and innovation. Upon finalization, Foot Locker will operate as a standalone unit under DICK’S, preserving its brand and operational identity. The closing of the transaction is anticipated in the second half of 2025, subject to regulatory and shareholder approvals. Details on the acquisition process, including an FAQ for team members and further communications strategies, were outlined to maintain transparency throughout the process.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925049606

Filing Summary: Foot Locker, Inc. has announced a definitive agreement to be acquired by DICK’S Sporting Goods, marking a significant milestone for the company. This merger is expected to enhance Foot Locker's ability to serve diverse consumer needs by leveraging a stronger global platform through DICK’S. The transaction is anticipated to close in the second half of 2025, pending customary regulatory approvals and shareholder consent. Both companies will operate independently until the transaction is finalized, with an emphasis on maintaining normal business operations during this interim period. The leaders at Foot Locker are encouraged to communicate openly with team members regarding this announcement while adhering to approved message materials. Key benefits of the merger include the potential for elevated omnichannel experiences and a broader market reach as both businesses align their strategies towards a shared vision.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925049607

Filing Summary: Foot Locker, Inc. announces its agreement to be acquired by DICK’S Sporting Goods, marking a significant milestone for the company. DICK’S is a well-established omnichannel retailer with over 850 stores in the U.S. The acquisition aims to enhance Foot Locker's capabilities to meet the evolving needs of a broader range of consumers globally and strengthen its market position. The transaction is expected to close in the second half of 2025, pending regulatory and shareholder approvals. Post-acquisition, Foot Locker is set to operate as a standalone business unit within DICK’S, maintaining its brand identity. Until the deal closes, both companies will operate independently, continuing their business as usual. Foot Locker reassured suppliers that existing contracts and orders remain unchanged during this transition period. The communication also highlights the forward-looking statements regarding the merger and the potential risks involved, urging stakeholders to read forthcoming SEC filings for detailed information.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925049609

Filing Summary: On May 15, 2025, Foot Locker, Inc. filed a communication letter to its team members discussing a transaction involving DICK’S Sporting Goods. This communication follows a prior message and includes a video message from DICK’S Executive Chairman Ed Stack and President & CEO Lauren Hobart. The letter emphasizes the strengths of Foot Locker and expresses optimism regarding the business interplay post-transaction. It includes cautionary notes about forward-looking statements, detailing potential risks and uncertainties affecting the merger, such as macroeconomic conditions, competitive pressures, and regulatory approvals. The announcement indicates that DICK’S intends to file a registration statement with the SEC concerning the merger, advising shareholders to read the forthcoming materials carefully for significant insights into the transaction. The document addresses potential implications for investors, indicating the companies' commitment to transparency as they navigate this merger process.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925049610

Filing Summary: Foot Locker, Inc. has announced it will be acquired by DICK’S Sporting Goods, marking a significant milestone and new chapter for Foot Locker. The acquisition is expected to close in the second half of 2025, pending regulatory approvals and shareholder consent. Once completed, DICK’S will operate Foot Locker as a standalone business unit, maintaining its brands while the two companies operate independently until closure. Foot Locker expresses confidence that the merger will enhance its ability to serve a wider consumer base and strengthen its position in the market.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925049612

Filing Summary: On May 15, 2025, Foot Locker, Inc. communicated important information regarding its upcoming merger with DICK’S Sporting Goods, Inc. This communication highlighted forward-looking statements about the potential benefits of the merger, including anticipated financial and operational improvements. Significant risks associated with the merger were outlined, including macroeconomic conditions, supply chain challenges, and competition in the sporting goods industry. The document indicated that the merger process would include filing a registration statement on Form S-4 and that investors should read the proxy statement/prospectus carefully when it becomes available. Moreover, it was emphasized that both companies would provide free access to relevant filings on their respective websites.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925049614

Filing Summary: Foot Locker, Inc. has announced a merger with DICK’S Sporting Goods, Inc., marking a significant evolution for Foot Locker amid a rapidly changing retail environment. DICK’S intends to acquire Foot Locker for an enterprise value of approximately $2.5 billion, offering shareholders a choice between $24.00 in cash, 0.1168 shares of DICK’S common stock per Foot Locker share, or a combination of both. This cash per share represents a premium of about 86.5% based on Foot Locker’s closing price before the announcement. The transaction aims to enhance the platforms available for both companies, allowing a stronger global presence and deeper engagement with customers. The merger, expected to close in the second half of 2025, is pending regulatory approvals and shareholder acceptance. The announcement also reassures employees that there will be no immediate changes to operations, with DICK’S planning to maintain Foot Locker as a standalone business unit. The integration process will focus on leveraging each company's strengths while keeping transparency and open communication with stakeholders. There are specified termination fees outlined in the merger agreement, including a potential $59,500,000 breakup fee for Foot Locker under defined circumstances.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925048852

Filing Summary: On May 15, 2025, Foot Locker, Inc. announced preliminary financial results including metrics for comparable store sales and earnings per share for the first fiscal quarter ending May 3, 2025, through a press release. Additionally, it was reported that Foot Locker and DICK’S Sporting Goods, Inc. have executed a Merger Agreement, under which DICK’S will acquire Foot Locker. This merger is subject to regulatory approvals, and further documentation will be filed with the SEC, including a proxy statement by Foot Locker. The transaction is expected to create synergies and enhance the companies’ competitive positions in the sporting goods market. Stakeholders of both companies are encouraged to review the forthcoming detailed documents for comprehensive insights on the transaction.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925049592

Filing Summary: On May 15, 2025, Foot Locker, Inc. entered into a Merger Agreement with DICK’S Sporting Goods, Inc. and its subsidiary, RJS Sub LLC. The agreement entails Dick’s acquiring Foot Locker, whereby Foot Locker will continue as the surviving entity after the merger. Shareholders will have the option to choose between cash consideration of $24.00 per share or stock consideration at an exchange ratio of 0.1168 shares of Dick’s common stock. The agreement has been unanimously approved by the boards of directors of both companies, who recommend shareholder approval. The transaction is subject to several closing conditions including regulatory approvals and shareholder consents. If the merger proceeds, Foot Locker's shares will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act. Furthermore, pending equity awards will be converted or canceled based on the terms specified in the Merger Agreement, which includes provisions for stock options and restricted stock units for employees. Closing conditions must include a favorable vote from shareholders representing two-thirds of Foot Locker's shares and clearance from governmental authorities. If the merger fails to close by May 15, 2026, the agreement allows for certain extensions and stipulates termination fees for breaches.