DICK’S Sporting Items : Materials Definitive Settlement – Kind Eight-Okay





Washington, D.C. 20549



Subject to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Report Date (date of earliest reported event): April 5, 2022


(Exact name of the registrant as stated in its statutes)

Delaware 001-31463 16-1241537

(State or other jurisdiction

the foundation)


file number)

(IRS employer

Identification Number.)

345 Court Street, Coraopolis, PA15108

(Head office address) (Zip code)

(724) 273-3400

Telephone number of the domain owner, including area code

N / A

(former name or address if changed since last report)

Check the appropriate box below if the submission of the Form 8-K is intended to concurrently satisfy the registrant’s submission obligation under any of the following provisions:

Written notices required by Rule 425 of the Securities Act (17 CFR 230.425)

Obtaining Material Pursuant to Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

Pre-Commencement Notices Pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))

Pre-Commencement Notices Pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act:

title of each class



Name of each exchange

registered on the

Common Stock, $0.01 par value DCS The New York Stock Exchange

Tick ​​to indicate whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (section 240.12b-2 of this chapter). Chapter).

Emerging growth company ☐

If this is an emerging growth company, indicate by ticking whether the registrant has elected not to use the extended grace period for compliance with new or revised accounting standards under Section 13(a) of the Stock Exchange Act. ☐

Point 1.01

Entering into a Material Definitive Agreement.

On April 5, 2022, DICK’S Sporting Goods, Inc. (the “Company”) entered into partial unwind arrangements with certain financial institutions (collectively, the “Hedge Counterparties”) with respect to a portion of the convertible debenture hedging transactions (the “Note Hedge Early Termination Agreements”) and a portion of the Warrant Transactions (the “Warrant Early Termination Agreements” and together with the Note Hedge Early Termination Agreements, the “Early Termination Agreements”) previously entered into by the Company from each such Hedge Counterparty in connection with the issuance of its 3.25% Convertible Senior Notes maturing in 2025 (the “2025 Notes”). The Notes early termination agreements relate to a number of call options equal to the number of 2025 Notes being exchanged pursuant to the exchange agreements (the “Exchanged Notes”) described below and the warrant early termination agreements relate a number of warrants equal to the number of common shares of the Company underlying such exchangeable debentures. Pursuant to these early termination agreements, the hedge counterparties will deliver to the Company a number of common shares of the Company in respect of the terminated call option transactions and warrant transactions, the number of shares being determined on a volume basis. weighted average price per share of the Company’s common stock during an average period beginning on April 6, 2022.

The foregoing description of the Early Termination Agreements is not intended to be exhaustive and is qualified in its entirety by reference to the full text of the Debenture Early Termination Agreement form and the Warrant Early Termination Agreement form, copies of which are being filed this current report on form 8 THOUSANDas Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.

HudsonWest LLC, a full-service independent equity derivatives and convertible securities advisory firm, acted as financial advisor to DICK’S on the termination of call spreads and the exchange transactions described below.

Point 3.02

Unregistered Sale of Equity Securities.

On April 5, 2022, the Company entered into exchange agreements (the “Exchange Agreements” and each, an “Exchange Agreement”) with certain holders (the “Noteholders”) of the 2025 Notes. The bondholders have agreed to exchange an aggregate principal amount of $100 million of the Company’s outstanding 2025 Notes for a combination of cash and common stock of the Company. The aggregate number of common shares to be issued by the Company to bondholders will be determined based on the volume weighted average price per common share of the Company during an average period beginning on April 6, 2022.

The common shares of the Company to be issued in connection with the Exchange will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and will be issued in reliance on the proposed exemption from registration requirements pursuant to Section 4(a)( 2) of the Securities Act in a transaction by an issuer that does not involve a public offering.

The 2025 Notes to be exchanged represent approximately 17% of the principal amount outstanding. Following the Exchange, an aggregate principal amount of approximately $475 million will remain outstanding and the Company’s annual interest payments will be reduced by approximately $3.25 million.

The foregoing description of Exchange Agreements is not intended to be exhaustive and is limited in its entirety by reference to the full text of the Exchange Agreement form, a copy of which is submitted with this current form report 8 THOUSANDas Exhibit 10.3 and is incorporated herein by reference.

Item 9.01

Financial statements and appendices.

(d) Exhibits

Exhibit 10.1

Form of Debenture Early Termination Agreement dated April 5, 2022 by and between DICK’S Sporting Goods, Inc. and the relevant counterparty to the Call Option.

Exhibit 10.2

Form of the Warrant Early Termination Agreement, dated April 5, 2022, by and between DICK’S Sporting Goods, Inc. and the relevant Warrant Counterparty.

Exhibit 10.3

Form of Exchange Agreement dated April 5, 2022 by and between DICK’S Sporting Goods, Inc. and the applicable bondholder.

Exhibit 104

Interactive data file for cover page (embedded in the inline XBRL document).


In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly arranged for this report to be signed on its behalf by the undersigned, duly authorized hereby.


Date: April 6, 2022


/s/ Navdeep Gupta

Navdeep Gupta

Executive Vice President – Chief Financial Officer


Dick’s Sporting Goods Inc. published this content on April 06, 2022 and is solely responsible for the information contained therein. Distributed by the public, unedited and unmodified, on Apr 06, 2022 11:11:08 UTC.

Public now 2022

All the latest news about DICK’S SPORTING GOODS, INC.
Analyst Recommendations for DICK’S SPORTING GOODS, INC.
Sale 2023 12 154 m

Net income 2023 1 188 million

Net liquidity 2023 563 million

PER 2023 8.13x
Yield 2023 1.88%
capitalization 8 007 m
8 007 m
EV / Sale 2023 0.61x
EV / Sale 2024 0.60x
number of employees 34 300
free float 37.2%

Duration: Automatic. 2 months 3 months 6 months 9 months 1 year 2 years 5 years 10 years max.

Period: day week

Technical Analysis Trends DICK’S SPORTING GOODS, INC.

In the short term medium term long term
tendencies bearish bearish Neutral

Development of the income statement



Medium consensus EXCEED
Number of Analysts 26
Last closing price $100.28
Average target price $137.68
Spread / Average Target 37.3%