If all boats rise and fall with the actions of a particular company, then The Sports Authority created a tsunami on Wall Street last week for the sporting goods retail market, which grew at roughly three times the rate of the overall S&P 500. TSA shares jumped more than 17% for the week to close at $36.38 on the news that The Sports Authority had agreed to be acquired by an investor group and TSA's senior management team. The Street apparently agreed that the sports retail market was a pretty good place to invest for private equity firms flush with cash and few places to spend it.
The deal, which will be led by Green Equity Investors IV, L.P., an affiliate of Leonard Green & Partners, L.P., was priced at roughly $1.3 billion in cash including assumed debt. The offer would see TSA shareholders receive $37.25 per share, about a 20% premium over the previous Fridays close. The TSA board of directors unanimously approved the merger agreement and recommended that TSA shareholders adopt the deal.
But apparently not all shareholders will quickly fall in line as some wonder that, if this valuation makes sense, why not see what the top is for TSAs valuation? That question was evidently on the mind of at least one investor group that filed suit in Delaware charging that the deal would not maximize shareholder value.
The run-up in TSA shares last week may indicate that the Street sees other bids coming. While Green has a history with the former Gart management they bought the company once before, took it public, and were instrumental in the acquisition of TSA the allure of a bigger pay day could lead other investors to pressure the company to assess the retailers maximum value in the market.
But TSA already appears to have that piece covered. The merger agreement calls for TSA to conduct “a market test for the next 20 days to ensure that the transaction is the best available for our shareholders.” That value could come in the form of another PE firm, or a potential deal with Dicks Sporting Goods.
While analysts doubt the Dicks option, it would have to be considered. There is minimal overlap, so that end of a possible merger deal makes sense, but DKS would need to decide if they wanted to take on all the old real estate TSA/Gart acquired in the previous Oshmans and SportMart deals. TSA is well under way converting all Gart, SportMart, and Oshmans stores to the Sports Authority nameplate so another name change to Dicks Sporting Goods would probably cause more confusion for the consumer than it is worth.
TSA Chairman and CEO Doug Morton said the move to go private will give the company “greater flexibility to accomplish its long-term goals,” a luxury most public companies do not enjoy. The company has been spending big for the last two years to clean up the old TSA formats, but still has a way to go in creating the environment management hopes to deliver to the consumer. That will take time, money, and patience, none of which will be afforded the company by Wall Street.