DICK’S Sporting Goods (a leading U.S.-based full-line omnichannel sporting goods retailer) and Foot Locker (a leading footwear and apparel retailer) announced that they have entered into a definitive merger agreement under which DICK’S will acquire Foot Locker. This deal implies an equity value of about $2.4 billion and an enterprise value of about $2.5 billion.
Foot Locker has a history of sneaker expertise that sparks discovery and ignites the power of sneaker culture through a portfolio of brands, such as Foot Locker, Kids Foot Locker, Champs Sports, WSS, and atmos. And it features about 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. Last year, 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.
The proposed deal represents an important strategic milestone for DICK’S where the combined company offers significant strategic and financial benefits:
1.) Create a global platform within the growing sports retail industry. The deal will better position the combined company to serve consumers worldwide and expand DICK’S addressable market opportunity. By integrating 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.
2.) Serve a wider set of consumers across differentiated concepts. Iconic concepts will cater to a broad spectrum of consumers, from performance-focused athletes to sneakerheads. Building on the 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.
3.) Enhance relationships with brand partners through global reach. Together, DICK’S and Foot Locker will serve as stronger partners 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.
4.) Invest in future growth with an industry-leading omnichannel experience. DICK’S has a history of strong growth and looks to invest in and grow the Foot Locker brand, positioning the combined company for long-term success. This combination will drive growth through differentiated store concepts and robust digital experiences to enable sustainable, long-term profitable growth.
5.) 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.
Under the terms of the merger, which the boards have unanimously approved of directors of DICK’S and Foot Locker, Foot Locker shareholders will elect to receive either 1.) $24 in cash or 2.) 0.1168 shares of DICK’S common stock for each share of Foot Locker common stock. And this 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 May 14, 2025, the $24 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 plans to finance the acquisition through a combination of cash-on-hand and new debt.
The deal is subject to Foot Locker shareholder approval and other customary closing conditions, such as regulatory approvals, and is expected to close in the second half of 2025.
Advisors: Goldman Sachs is serving as financial advisor to DICK’S and provided fully committed bridge financing. And 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 is serving as Foot Locker’s legal advisor.
KEY QUOTES:
“We have long admired the cultural significance and brand equity that Foot Locker and its dedicated Stripers have built within the communities they serve. 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.”
Ed Stack, Executive Chairman of DICK’S
“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. 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.”
Lauren Hobart, President and CEO of DICK’S
“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. 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.”
Mary Dillon, CEO of Foot Locker
