Subsequent Events |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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May 02, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Subsequent Events | Subsequent Events Our management evaluated events or transactions that occurred after May 2, 2026 through June 10, 2026 (the date the consolidated financial statements were issued), and identified the following events: Debt Refinancing On May 14, 2026, Academy, Ltd., a wholly-owned subsidiary of the Company (the “Issuer”), completed a refinancing transaction that included (i) the issuance of the 2026 Senior Secured Notes (as defined below) and (ii) an amendment to its asset-based revolving credit facility (the “ABL Facility”). The Company used the net proceeds from the 2026 Senior Secured Notes to fully redeem the Notes, repay the Term Loan in full, pay related fees and expenses, and for general corporate purposes. 2026 Senior Secured Notes On May 14, 2026, the Issuer issued $500 million aggregate principal amount of its 5.875% Senior Secured Notes due 2031 (the “2026 Senior Secured Notes”) in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The 2026 Senior Secured Notes are secured by first-priority liens on substantially all personal property of the Issuer and the guarantors (other than ABL Priority Collateral (as defined in the ABL Amendment, see below)) and by second-priority liens on ABL Priority Collateral, in each case subject to permitted liens. The 2026 Senior Secured Notes are governed by an Indenture, dated as of May 14, 2026 (the “Indenture”) among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The 2026 Senior Secured Notes will mature on May 15, 2031. Interest on the 2026 Senior Secured Notes is payable semi-annually in arrears on November 15 and May 15 of each year, beginning on November 15, 2026. The 2026 Senior Secured Notes are redeemable, at Issuer’s option, prior to maturity at customary redemption prices (including “make-whole” provisions prior to May 15, 2028) and, thereafter, at the declining redemption prices set forth below, in each case plus accrued and unpaid interest. The Issuer may also redeem up to 40% of the aggregate principal amount of the 2026 Senior Secured Notes prior to May 15, 2028 with proceeds of certain equity offerings, as described in the Indenture.
Upon the occurrence of certain events constituting a Change of Control (as defined in the Indenture), the Issuer must offer to repurchase the 2026 Senior Secured Notes at 101% of the principal amount, plus accrued and unpaid interest. The Indenture contains certain covenants that, among other things, restrict the ability of the Issuer and its restricted subsidiaries to: (i) incur or guarantee additional indebtedness; (ii) incur liens on assets; (iii) make restricted payments; (iv) prepay certain debt; (v) make investments; (vi) enter into affiliate transactions; (vii) restrict subsidiaries distributions/dividends; and (viii) sell or transfer certain assets or merge or consolidate, in each case subject to customary exceptions and qualifications as set forth in the Indenture. ABL Amendment On May 14, 2026, the Issuer, as borrower, New Academy Holding Company, LLC, Associated Investors, L.L.C., Academy Managing Co., L.L.C., and Academy Procurement Co., LLC, each a direct or indirect, wholly-owned subsidiary of the Company, as guarantors, entered into an amendment (the “ABL Amendment”) to the ABL Facility, which the ABL Amendment, among other things (i) extended the maturity of the ABL Facility to May 14, 2031, (ii) modified the Average Excess Availability (as defined in the ABL Facility) pricing grid used in determining the interest rate margin on borrowings under the ABL Facility, (iii) modified the Commitment Fee Rate (as defined in the ABL Facility), when the Average Excess Availability is greater than or equal to 50% of the Maximum Borrowing Amount (as defined in the ABL Facility) and (iv) so long as the 2026 Senior Secured Notes are outstanding and mature on or prior to the latest maturity date of the ABL Facility, permits the agent under the ABL Facility to take a reserve against the ABL Facility equal to the aggregate principal amount of the 2026 Senior Secured Notes in excess of $100 million outstanding on the date that is ninety-one (91) days prior to the latest maturity date of the ABL Facility. 2020 Notes On May 14, 2026, the Issuer used the net proceeds from the 2026 Senior Secured Notes to fund the redemption of all of its outstanding 6.00% senior secured notes due November 15, 2027 of $400 million. 2020 Term Loan On May 14, 2026, the Issuer voluntarily prepaid all outstanding amounts owed under the Term Loan of $85 million. As a result, all related guarantees and liens were released. Quarterly Dividend On June 4, 2026, the Company's Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended May 2, 2026, of $0.15 per share of the Company's common stock, payable on July 16, 2026, to stockholders of record as of the close of business on June 18, 2026.
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