Dick’s Sporting Goods reported that 92.5 percent of Foot Locker’s note holders have agreed to exchange their debt for Dick’s notes as part of an early tender offer. The debt swap supports the retailer’s acquisition of Foot Locker.
On June 6, Dick’s announced it would offer holders of Foot Locker’s 4.0 percent senior notes due 2029 the option to swap their debt for up to $400 million aggregate principal amount of new notes issued by Dick’s, with a $970 principal amount of the latter exchanged for every $1,000 of Foot Locker’s debt.
As part of the offering, holders who tendered by June 20 were eligible to receive an early participation premium of $30 per $1,000, capping the total consideration at the $1,000 principal amount.
With 92.35 percent of Foot Locker note holders tendering into the early offer, Foot Locker entered into a supplemental indenture on June 20, which proposes note amendments to eliminate restrictive covenants in Foot Locker’s existing debt. The proposed amendments will not take effect until immediately before the closing of the merger or upon settlement of the note exchange offer.
As a result of the consents tendered in the early tender offer, the consent payment for the Foot Locker Notes will be approximately $2.71 per $1,000 in principal amount of Foot Locker notes.
Dick’s further announced that it had extended the offer to eligible holders who validly tender their Foot Locker notes after the early participation date but before the expiration date to receive the early participation premium of $30 in principal amount of Dick’s notes for each $1,000 in principal amount of Foot Locker notes tendered.
Eligible holders who did not validly tender their Foot Locker notes before the June 20 deadline on the early participation date are not eligible to receive the consent payment.
The exchange offer and consent solicitation will expire at 5:00 p.m. EST on August 1, 2025.
Dick’s expects to close on the $2.4 billion acquisition of Foot Locker in the second half.
Image courtesy Foot Locker
