2023-02-09 | NYSE:DKS | Press Release
PITTSBURGH, February 9, 2023 /PRNewswire/ — DICK’S Sporting Goods, Inc. (NYSE: DKS) announced today that it has canceled all of its outstanding 3.25% convertible debentures due 2025 (the “Debentures”) (CUSIP No. 253393 AD4 and ISIN No. US253393 ) has terminated AD47) for redemption on April 18, 2023 (the “Redemption Date”).
The total nominal amount of the bonds to be redeemed is $59,127,000 (which corresponds to the current aggregate principal amount of the outstanding Notes). The Redemption Price will be equal to 100% of the principal amount of each Debenture requested for redemption, payable in cash, plus accrued and unpaid interest on such Debenture up to the Redemption Date for such Debenture (the “Redemption Price”), but excluding. .
In order to receive payment of the redemption price, all certified debentures must be delivered to US Bank Trust Company, National Association, as Paying Agent and Exchange Agent, US Bank Global Corporate Trust, 111 Fillmore Ave E. St Paul, Minnesota 55107, on or before the redemption date.
Notes called for redemption may be switched at any time prior to close of business April 17, 2023this being the Business Day immediately preceding the Redemption Date (or if DICK’S does not pay the Redemption Price due on the Redemption Date in full, any time up to such time as DICK’S pays such Redemption Price in full).
The sending of the Redemption Notice is a complete fundamental change under the Notes governing the Notes and therefore the current exchange rate for all conversions of Notes after today and prior to the Redemption Date has been increased by 0.1443 shares. As of today, the conversion rate (including additional shares) for all conversions of Notes after today and prior to the Redemption Date is 31.2358 common shares of DICK’S pro $1,000 Principal Amount of the Notes. This exchange rate will be adjusted from time to time for specific events as agreed.
All conversions of Notes on or after today and prior to the Redemption Date will be settled by delivery of common shares of DICK’S and payment of cash in lieu of fractional shares for such conversions.
The Company also intends to enter into full termination agreements with a financial institution in respect of the remaining portions of the convertible debenture hedging transaction and option transaction previously entered into in connection with the issuance of the debentures. Under such settlement arrangements, the Company’s financial institution would deliver a number of Company common shares in respect of the remaining portions of the terminated transactions.
The Company intends to offset the dilutive effect of anticipated conversions of the debentures immediately prior to redemption through the shares received from the convertible debenture hedge and repurchased by the Company.
After repayment, the Company’s annual interest payments will be reduced by approximately $1.9 million.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale is unlawful were .
Forward-looking statements involve known and unknown risks and uncertainties
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to the redemption of the Debentures, the termination agreements relating to the remaining portions of the convertible debenture hedge and option transactions and our intention , to offset the dilution of anticipated conversions of the debentures immediately prior to redemption through hedging of the convertible debentures and share buybacks. These forward-looking statements represent our expectations as of the date the statements are made. There are a variety of factors, many of which are beyond our control, that can affect our operations, performance, business strategy and results and cause our actions differ materially from the expectations expressed in these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, among others, the volatility of financial markets and general economic conditions.
For more information about these and other factors that could affect the Company’s results, please see the risk factors set forth in the Company’s filings with the Securities and Exchange Commission (“SEC”), including its most recent annual report filed with the SEC at the March 23, 2022. The Company disclaims and undertakes no obligation to update or revise any forward-looking statements contained in this press release, except as required by applicable law or regulation.
About DICK’S sporting goods
DICK’S Sporting Goods (NYSE: DKS) inspires confidence and excitement by personally equipping all athletes so they can achieve their dreams. Founded in 1948 and headquartered in Pittsburgh, the leading omnichannel retailer, supplies athletes and outdoor enthusiasts in more than 850 DICK’S Sporting Goods, Golf Galaxy, Field & Stream and Public Lands stores, online and via the DICK’S mobile app. DICK’S also owns and operates DICK’S House of Sport and the Golf Galaxy Performance Center as well as GameChanger, a mobile youth sports app for scheduling, communication, live scores and video streaming.
Driven by his belief that sport makes people better, DICK’S is a long-time advocate for youth sports and, along with his foundation, has donated millions of dollars to support under-resourced teams and athletes through the Sports Matter program and other community-based initiatives. For more information about DICK’s business, corporate giving, sustainability efforts and employment opportunities, visit dicks.com, investors.dicks.com, sportsmatter.org, dickssportinggoods.jobs and further Facebook, Twitter And Instagram.
Contacts:
Investor Relations:
Nate GilchSenior Director for Investor Relations
DICK’S Sporting Goods, Inc.
(724) 273-3400 or [email protected]
media work:
(724) 273-5552 or [email protected]
Category: Finance
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SOURCE DICK’S Sporting Goods, Inc.
