Dick’s Sporting to acquire Foot Locker for $2.4B

Dick’s Sporting (DKS) and Foot Locker (FL) announced that they have entered into a definitive merger agreement under which Dick’s will acquire Foot Locker. This transaction implies an equity value of approximately $2.4B and an enterprise value of approximately $2.5B. Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of Dick’s and Foot Locker, Foot Locker shareholders will elect to receive either $24.00 in cash or 0.1168 shares of Dick’s common stock for each share of Foot Locker common stock. The election is not subject to a minimum or maximum amount of cash or stock consideration. Based on the closing price of Foot Locker common stock on May 14, the $24.00 per-share consideration represents a premium of approximately 66% to Foot Locker’s 60-trading day volume weighted average price. The total consideration represents an acquisition multiple of approximately 6.1x fiscal 2024 adjusted EBITDA. Dick’s intends to finance the acquisition through a combination of cash-on-hand and new debt. The transaction is subject to Foot Locker shareholder approval and other customary closing conditions, including regulatory approvals, and is expected to close in the second half of 2025.