Combination creates global platform within the growing sports retail industry, positioned to serve evolving needs of a broader range of consumers
Poised to drive long-term success through innovative store concepts and digital experiences
Foot Locker shareholders can elect to receive either $24.00 in cash or 0.1168 shares of DICK’S Sporting Goods common stock for each share of Foot Locker common stock
Transaction expected to be accretive to DICK’S Sporting Goods EPS in the first full fiscal year post-close (excludes one-time costs)
DICK’S Sporting Goods, Inc. (“DICK’S”) (NYSE: DKS), a leading U.S. based full-line omni-channel sporting goods retailer, and Foot Locker, Inc. (“Foot Locker”) (NYSE: FL), a leading footwear and apparel retailer, today 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 $2.4 billion and an enterprise value of approximately $2.5 billion.
Foot Locker has a strong history of sneaker expertise that sparks discovery and ignites the power of sneaker culture through its portfolio of brands, including Foot Locker, Kids Foot Locker, Champs Sports, WSS, and atmos. It encompasses approximately 2,400 retail stores across 20 countries in North America, Europe, Asia, Australia and New Zealand, and a licensed store presence in Europe, the Middle East and Asia. In 2024, Foot Locker achieved net worldwide sales of $8 billion. DICK’S expects to operate Foot Locker as a standalone business unit within its portfolio and maintain the Foot Locker brands.
“We have long admired the cultural significance and brand equity that Foot Locker and its dedicated Stripers have built within the communities they serve,” said Ed Stack, Executive Chairman of DICK’S. “We believe there is meaningful opportunity for growth ahead. By applying our operational expertise to this iconic business, we see a clear path to further unlocking growth and enhancing Foot Locker’s position in the industry. Together, we will leverage the complementary strengths of both organizations to better serve the broad and evolving needs of global sports retail consumers.”
“We look forward to welcoming Foot Locker’s talented team and building upon their expertise and passion for their business, which we intend to honor and amplify together,” said Lauren Hobart, President and CEO of DICK’S. “Sports and sports culture continue to be incredibly powerful, and with this acquisition, we’ll create a new global platform that serves those ever evolving needs through iconic concepts consumers know and love, enhanced store designs and omnichannel experiences, as well as a product mix that appeals to our different customer bases.”
“Today’s announcement marks the start of an exciting new chapter for Foot Locker and is a testament to our team’s hard work and dedication to our mission,” said Mary Dillon, CEO of Foot Locker. “By joining forces with DICK’S, Foot Locker will be even better positioned to expand sneaker culture, elevate the omnichannel experience for our customers and brand partners, and enhance our position in the industry. We are pleased to provide shareholders with a transaction structure that offers the choice of significant and immediate cash value or the opportunity to invest in the combined company and benefit from the substantial upside potential. I am proud of all that our teams around the world, including our Stripers, have accomplished to reach this milestone moment, and am confident this transaction represents the best path for our shareholders and other stakeholders.”
The proposed acquisition represents an important strategic milestone for DICK’S whereby the combined company offers significant strategic and financial benefits:
- Create a global platform within the growing sports retail industry. The transaction will better position the combined company to serve consumers worldwide and expands DICK’S addressable market opportunity. By combining with Foot Locker, DICK’S will be poised to serve consumers not only in new locations in the U.S. through Foot Locker’s complementary real estate portfolio, but also internationally for the first time. With strong long-term industry tailwinds, the combined company is well positioned for long-term growth.
- Serve a broader set of consumers across differentiated concepts. Iconic concepts will cater to a broad spectrum of consumers, from performance-focused athletes to sneakerheads. Building upon the groundbreaking learnings from DICK’S House of Sport and Foot Locker’s Reimagined Concept stores, the combined company will provide an unmatched immersive and innovative retail experience for consumers.
- Strengthen relationships with brand partners through global reach. Together, DICK’S and Foot Locker will serve as a stronger partner for key brands, offering multiple platforms for both established and emerging partners to showcase their assortments, connect with athletes and increase visibility on a global level.
- Invest in future growth through an industry-leading omnichannel experience. DICK’S has a history of strong growth and aims to invest in and grow the Foot Locker brand and position the combined company for long-term success. The combination will drive growth through differentiated store concepts and robust digital experiences to enable sustainable long-term profitable growth.
- Unlock operational efficiencies that create shareholder value. DICK’S expects the transaction to be accretive to EPS in the first full fiscal year post-close (excludes transaction and other one-time costs to achieve synergies) and to deliver between $100 to $125 million in cost synergies in the medium-term achieved through procurement and direct sourcing efficiencies.
Additional Transaction Details
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 (i) $24.00 in cash or (ii) 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 5/14/2025, 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.
Goldman Sachs is serving as financial advisor to DICK’S and provided fully committed bridge financing. Wachtell, Lipton, Rosen & Katz is serving as DICK’S legal advisor. Evercore is serving as financial advisor to Foot Locker, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as Foot Locker’s legal advisor.