DICK'S Sporting Goods Announces Results of Early Participation in Exchange Offer and Consent Solicitation

Core Viewpoint - DICK'S Sporting Goods is conducting an Exchange Offer for Foot Locker Notes, allowing eligible holders to exchange their notes for new DICK'S Notes and cash, in connection with the planned acquisition of Foot Locker [1][4]. Summary by Sections Exchange Offer Details - DICK'S is offering up to $400,000,000 in new notes in exchange for Foot Locker's outstanding notes, with a significant participation rate of 92.35% as of the Early Participation Date [1][2]. - The consent payment for the Foot Locker Notes is approximately $2.71 per $1,000 in principal amount validly tendered [2]. Proposed Amendments - The Proposed Amendments to the Foot Locker Notes will eliminate most restrictive covenants and certain events of default, becoming effective upon the closing of the acquisition or the settlement of the Exchange Offer [1][4]. Timeline and Conditions - The Exchange Offer and Consent Solicitation will expire on August 1, 2025, unless extended, with the settlement date expected shortly after this expiration [6]. - The Exchange Offer is conditioned upon the successful closing of the acquisition, which cannot be waived by DICK'S [4]. Additional Offer Information - Eligible holders who tender their Foot Locker Notes after the Early Participation Date will receive an early participation premium of $30.00 for each $1,000 in principal amount of Foot Locker Notes tendered [3]. - Documents related to the Exchange Offer will only be distributed to eligible holders who meet specific criteria [6]. Company Background - DICK'S Sporting Goods is a leading omni-channel sporting goods retailer, operating over 850 stores and focusing on supporting athletes and outdoor enthusiasts [17].