The Investor
07 Sep 2025, 20:22
DICK’S Sporting Goods files pro forma for Foot Locker deal: $2.4B consideration; combined sales top $21B
DICK’S Sporting Goods (DKS) filed unaudited pro forma financials tied to its planned acquisition of Foot Locker (FL), showing total consideration valued at about $2.40 billion. Foot Locker holders could elect $24.00 in cash per share or 0.1168 DKS shares; final elections as of Aug. 29 are reflected. DKS also noted it trimmed its bridge financing commitments to $1.75 billion after other funding steps.
On a pro forma basis, the combined company would have had $21.43 billion in FY2024 sales and $1.08 billion in net income ($11.69 diluted EPS). For the 26 weeks ended Aug. 2, 2025, pro forma sales were $10.47 billion with $256 million in net income ($2.82 diluted EPS).
Preliminary purchase accounting assigns $650 million to trademarks/tradenames, an $80 million step-up to PP&E, an unfavorable lease adjustment of $126 million, and $234 million of goodwill. Pro forma balance sheet totals show $16.69 billion in assets and $5.33 billion in equity.
One-time items include about $62 million of transaction costs, $29.5 million of expected cash severance plus $36.4 million for accelerated equity, $6.7 million in retention bonuses, and $52.3 million of seller costs. DKS also recognized a gain tied to its pre-existing 4.3 million-share stake in Foot Locker.
DICK’S Sporting Goods (DKS) filed unaudited pro forma financials tied to its planned acquisition of Foot Locker (FL), showing total consideration valued at about $2.40 billion. Foot Locker holders could elect $24.00 in cash per share or 0.1168 DKS shares; final elections as of Aug. 29 are reflected. DKS also noted it trimmed its bridge financing commitments to $1.75 billion after other funding steps.
On a pro forma basis, the combined company would have had $21.43 billion in FY2024 sales and $1.08 billion in net income ($11.69 diluted EPS). For the 26 weeks ended Aug. 2, 2025, pro forma sales were $10.47 billion with $256 million in net income ($2.82 diluted EPS).
Preliminary purchase accounting assigns $650 million to trademarks/tradenames, an $80 million step-up to PP&E, an unfavorable lease adjustment of $126 million, and $234 million of goodwill. Pro forma balance sheet totals show $16.69 billion in assets and $5.33 billion in equity.
One-time items include about $62 million of transaction costs, $29.5 million of expected cash severance plus $36.4 million for accelerated equity, $6.7 million in retention bonuses, and $52.3 million of seller costs. DKS also recognized a gain tied to its pre-existing 4.3 million-share stake in Foot Locker.