UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
In connection with the previously announced proposed merger (the “Merger”) of Foot Locker, Inc. (the “Company”) and a subsidiary of DICK’S Sporting Goods, Inc. (“DICK’S”), DICK’S is offering to exchange (the “Exchange Offer”) any and all outstanding 4.000% Senior Notes due 2029 issued by the Company (the “Company Notes”) for up to $400 million aggregate principal amount of new 4.000% Senior Notes due 2029 issued by DICK’S and, in certain instances, cash, pursuant to the terms and conditions set forth in DICK’S Offering Memorandum and Consent Solicitation Statement, dated June 6, 2025.
In conjunction with the Exchange Offer, DICK’S, on behalf of the Company, solicited consents from eligible holders of the Company Notes (“Consents”) to adopt certain proposed amendments to the Indenture, dated as of October 5, 2021 (the “Indenture”), by and among the Company, the guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), governing the Company Notes to, among other changes, eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default (the “Proposed Amendments”). The Company received the Consents required to adopt the Proposed Amendments.
On June 20, 2025, the Company entered into a First Supplemental Indenture, dated as of June 20, 2025 (the “Supplemental Indenture”), by and among the Company, the Guarantors and the Trustee, to the Indenture, giving effect to the Proposed Amendments.
The Supplemental Indenture is effective and constitutes a binding agreement between the Company, the Guarantors and the Trustee. However, the Proposed Amendments will not become operative until (i) immediately prior to the consummation of the Merger or (ii) immediately upon the settlement of the Exchange Offer, depending on the specific amendment, and will cease to be operative if the Merger is not consummated.
The Supplemental Indenture is filed as Exhibits 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above descriptions of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 4.1 | First Supplemental Indenture, dated as of June 20, 2025, by and among Foot Locker, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FOOT LOCKER, INC. | |||
| Date: June 23, 2025 | By: | /s/ Jennifer L. Kraft | |
| Name: | Jennifer L. Kraft | ||
| Title: | Executive Vice President and General Counsel | ||