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].

Core Points - DICK'S Sporting Goods is initiating an Exchange Offer to acquire Foot Locker's outstanding 4.000% Senior Notes due 2029, offering up to $400 million in new DICK'S Notes in exchange [1][10] - The Exchange Offer is contingent upon the successful completion of the merger, where Foot Locker will become a wholly owned subsidiary of DICK'S [1][10] - DICK'S is also soliciting consents to amend the indenture governing the Foot Locker Notes, aiming to eliminate restrictive covenants and certain events of default [2] Exchange Offer Details - The Exchange Offer will expire at 5:00 p.m. New York City time on August 1, 2025, unless extended [9] - Holders of Foot Locker Notes can receive a Consent Payment ranging from $2.50 to approximately $5.00 per $1,000 principal amount, depending on the amount tendered [3][12] - Eligible holders who tender their Foot Locker Notes by the Early Participation Date will receive an Early Participation Premium of $30.00 [13] Financial Considerations - For each $1,000 principal amount of Foot Locker Notes accepted for exchange, holders will receive $970 principal amount of DICK'S Notes [14] - The DICK'S Notes will have the same interest payment dates, maturity date, and interest rate as the Foot Locker Notes, but will replace the fixed redemption schedule with a customary investment-grade redemption schedule [15] Conditions and Modifications - The Exchange Offer and Consent Solicitation are conditioned upon the tendering of at least a majority of the aggregate principal amount of Foot Locker Notes [10] - DICK'S reserves the right to modify or terminate the Exchange Offer and extend the Early Participation Date, Expiration Date, and settlement date [11]