The exchange offer included the issuance of new senior notes due 2029

Davis Polk advised the dealer manager in connection with a Rule 144A / Regulation S exchange offer by DICK’S Sporting Goods, Inc. to exchange $382 million of 4.000% senior notes due 2029 issued by Foot Locker, Inc. for DICK’S new 4.000% senior notes due 2029 that was executed as part of DICK’s acquisition of Foot Locker.

Founded in 1948 and headquartered in Pittsburgh, Pennsylvania, DICK’S is a leading omni-channel retailer and an iconic brand in sport and culture. Its banners include DICK’S Sporting Goods, Golf Galaxy, Public Lands and Going Going Gone! in addition to the experiential retail concepts DICK’S House of Sport and Golf Galaxy Performance Center. As owner and operator of Foot Locker, including Foot Locker, Kids Foot Locker, Champs Sports, WSS, and atmos, DICK’S serves the global sneaker community across 20 countries in North America, Europe, Asia and Australia, plus a licensed store presence in Europe, the Middle East and Asia.

The Davis Polk capital markets team included partner Derek Dostal, counsel Michael Stromquist and associate Yuchen Liu. Partner Kara L. Mungovan and associates Alanna Phillips and Hunter P. Shaw provided tax advice. All members of the Davis Polk team are based in the New York office.

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