Big 5 Sporting Goods Corporation has entered into a definitive merger agreement (Agreement) to be acquired by a partnership comprised of Worldwide Golf and Capitol Hill Group, in an all-cash transaction valued at approximately $112.7 million in enterprise value, including the assumption of approximately $71.4 million in credit line borrowings as of June 29, 2025.
Pursuant to the Agreement, subject to the terms and satisfaction of the conditions thereof, Big 5 stockholders will reportedly receive $1.45 per share in cash. This represents a premium of approximately 36 percent to the company’s 60-day volume weighted average price.
“This transaction marks an exciting new chapter for Big 5 that allows the company to carry on its legacy of serving customers with quality sporting goods at an exceptional value while maximizing value for our stockholders,” said Steven G. Miller, chairman, president and CEO of Big 5 Sporting Goods Corporation. “I want to thank our dedicated employees, loyal customers and valued vendors who continue to support Big 5 in each of the communities we serve.”
Worldwide Golf is a leading nationwide retailer of golf equipment, apparel, shoes and accessories. Capitol Hill Group is a Bethesda, Maryland-based private investment firm with diversified holdings, including retail. This acquisition combines Capitol Hill Group’s financial resources with Worldwide Golf’s specialty retail expertise to provide Big 5 with the long-term capital and strategic support to re-energize growth and further build on its competitive position in the sporting goods retail sector across its western United States footprint.
Big 5 will remain an independent company within the Capitol Hill Group portfolio and leverage the combined resources of the partnership.
“We are thrilled to support the next stage of the company’s evolution,” said Theodore Shin, CEO, Capitol Hill Group. “Big 5 has built an impressive foundation as a leading bricks and mortar sporting goods retailer. We also admire the deep history and culture of the company, and look forward to carrying that forward into the future.”
The transaction, which has been unanimously approved by Big 5’s Board of Directors, is subject to certain closing conditions, including the approval of Big 5’s stockholders, and is expected to close in the second half of 2025, subject to the satisfaction of those conditions. After careful consideration of the transaction, Big 5’s Board believes this all-cash transaction creates immediate and certain stockholder value. Upon completion of the transaction, Big 5’s common stock will no longer be listed on the Nasdaq Stock Exchange, and Big 5 will become a private company.
Moelis & Company LLC served as financial advisor and Latham & Watkins LLP served as legal advisor to the Company. Skadden, Arps, Slate, Meagher & Flom LLP, Holland & Knight LLP, and Sklar Kirsh LLP served as legal advisors to Capitol Hill Group and its related entities.
Image courtesy Big 5 Sporting Goods
