DICK'S Sporting Goods exchanges $95.3M convertible notes for stock, reduces interest by $3.1M/yr

DICK'S SPORTING GOODS, INC.

Exchange of $95.3M (61.7% of outstanding) 3.25% Convertible Senior Notes due 2025 for cash and common stock.
Approximately $59M in notes remain outstanding; annual interest expense reduced by about $3.1M.
Partial and complete unwind of related call options and warrants; company receives shares from counterparties.
HudsonWest LLC acted as financial advisor on the call spread terminations and exchange transactions.
Transactions executed on December 7, 2022; settlement based on volume-weighted average stock price during averaging period.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

DICK'S SPORTING GOODS, INC. entered into Partial Early Termination Agreements with a financial institution (the “Hedge Counterparty”) (effective 2022-12-07).

Action: entry
Counterparty: a financial institution (the “Hedge Counterparty”)
Effective: 2022-12-07

Exact text from the filing

On December 7, 2022, DICK’S Sporting Goods, Inc. (the “Company”) entered into a partial unwind agreement with a financial institution (the “Hedge Counterparty”) relating to a portion of the convertible note hedge transaction (the “Note Hedge Partial Early Termination Agreement”) and a portion of the warrant transaction (the “Warrant Partial Early Termination Agreement”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

DICK'S SPORTING GOODS, INC. terminated Early Termination Agreements with a certain financial institution (the “Early Termination Hedge Counterparty”) (effective 2022-12-07).

Action: termination
Counterparty: a certain financial institution (the “Early Termination Hedge Counterparty”)
Effective: 2022-12-07

Exact text from the filing

On December 7, 2022 , the Company entered into complete unwind agreements with a certain financial institution (the “Early Termination Hedge Counterparty”) relating to a portion of the convertible note hedge transaction (the “Note Hedge Early Termination Agreement”) and a portion of the warrant transaction (the “Warrant Early Termination Agreement”

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DICK'S SPORTING GOODS, INC. filing history →

Source: SEC EDGAR

accession 0001089063-22-000152

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