May 15, 2025
Dicks’s Sporting Goods’ $2bn Acquisition of Foot Locker
By David Reid Garces
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Overview of the deal
Acquirer: Dick’s Sporting Goods (NYSE: DKS)
Target: Foot Locker (NYSE: FL)
Total Transaction Value: $2.4B
Expected Closing Date: Q3 2025
Acquirer Advisors: Goldman Sachs (Financial), Lipton Rosen & Katz (Legal)
Target Advisors: Evercore (Financial), Skadden Arps Slate Meagher & Flom LLP (Legal)
On May 15, 2025, Dicks and Foot Locker announced they have come under an agreement in which Dicks will acquire Foot Locker for $2.4 billion. This deal offers $24.00 per share, roughly a 66% premium to Foot Locker’s 60-day trading average. The valuation of this deal is 6.1x EV/EBITDA based on Foot Locker’s approximate 2024 EBITDA of $410 million. This multiple is lower than the average range observed in the athletic apparel and retail industry of 6x – 12x.
Foot Locker is expected to operate as a standalone business unit within Dick’s portfolio, maintaining the brand. The strategic move aims to expand Dick’s established U.S.-based platform globally within the growing retail sports industry. This will allow Dicks to serve a broader set of consumers, including athletes and sneakerheads. Dicks has a long history of impressive growth and hopes to invest and utilize Foot Locker’s brand partners to realize sustainable long-term growth.
"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. We will leverage the strengths of both organizations to serve the needs of global sports retail consumers." - Ed Stack (Executive Chairman of DICK'S)
Company Details (Acquirer – Dick's Sporting Goods)
DICK’S Sporting Goods equips athletes across all sports and outdoor activities with the gear to achieve their dreams. The leading omnichannel retailer provides goods through over 850 retail locations. Dicks also operates Golf Galaxy, Public Lands, and Going Going Gone! stores, both online and through a mobile app. Dicks has been a longtime champion for youth sports and with its Foundation, it has donated millions of dollars to support children and their teams participate in youth sports and competitions.
Founded: 1948 (Binghamton, NY)
CEO: Lauren Hobart
Employees: ~37,000
Market Cap: $14.33B
LTM Revenue: $13.44B
LTM EBITDA: $1.971B
Company Details (Target – Foot Locker)
Foot Locker, Inc. is a leading footwear and apparel retailer that targets “sneakerheads” and everyday consumers. It has a strong history of sneaker authority with roughly 2,400 retail stores in 20 countries across North America, Europe, Asia, and Australia. Foot Locker operates through a portfolio of brands including Foot Locker, Kids Foot Locker, Champs Sports, and WSS.
Founded: September 12, 1974 (Industry, CA)
CEO: Mary Dillon
Employees: ~30,000
Market Cap: $2.28B
LTM Revenue: $7.97B
LTM EBITDA: $0.21B
Projections and Assumptions
Short-term Consequences
Dick’s acquisition of Foot Locker is a major move for the established sports and shoes retailers. This deal enables Dicks to utilize Foot Lockers established networks of distributors and retail locations. The growing macro trend of the convergence of sports and culture demonstrates that long-term industry tailwinds will remain strong for this newly expanded platform.
However, Dicks will be required to invest significant time and capital into the structurally challenged mall-based retailer. Foot Locker has demonstrated a heavy reliance on their main partner, Nike, representing roughly 60% of their purchases, banking on them for a turnaround from their store sales decline in Q1 of 2025. Additionally, Foot Locker has had significantly low operating margins of less than 3%, dilutive to Dick’s respective 11%. This has posed a worry to investors as they are worried that too much focus on reviving Foot Locker could harm Dick’s current operations or even dilute their brand. Dicks could rather reinvest into expanding or developing current operations across the country. Dick’s stock (NYSE: DKS) demonstrated this worry following its announcement, falling from $209.54 to a low of $177.14 in the same day, roughly down 15%.
Despite some negative reactions, this may spark some movement within the industry to scale operations and build defensible supply chains. Competitors like Academy Sports, JD Sports, and even department store chains may feel a need to respond through M&A or vertical integration to post growth in the rapidly evolving consumer retail landscape.
Long-term Upsides
Combining Dick’s omnichannel strengths with Foot Lockers deep “sneakerhead’ relevance and international store presence allows for a unique global platform to deliver to both performance-driven and lifestyle-orientated consumers. As athletics becomes intertwined with fashion and culture, the ability to deliver tailored clothes and shoes positions Dicks to lead in this consumer experience.
Dick’s historical U.S.-focused operation will benefit from the real estate provided by Foot Locker. It can now reach internationally and leverage existing global logistics for cost efficiency. Markets in the Middle East have seen fast-paced growth, and with Foot Locker’s existing licensing arrangements, Dicks is optimized to penetrate these markets. Long-term operational efficiencies create expectations of $100 to $125 million in cost synergies through procurement and direct sourcing efficiencies.
Dicks will also benefit from Foot Lockers brand partnerships spanning Nike, Adidas, On, and Hoka. With more shelf space and strong digital marketing capabilities, the company can enhance the reach of these brands to wider audiences. Particularly, the Nike partnerships will benefit both Dicks and Nike, increasing its exposure from 24% to 38%. Nike will also reinforce its distribution strategy and solidify its position in athletic retail. As Nike becomes less promotional, there is room for margin expansion.
The long-term success will hinge on its ability to sustain high-margin core business activities and revitalize Foot Locker into a globally competitive brand. Strategic capital allocation and disciplined brand identity will evolve Dicks and Foot Locker into prominent players in the industry.
Risks and Uncertainties
A challenge lies in the successful integration of these two companies, given their different operational models. Dicks caters to athletes and outdoors enthusiasts, while Foot Locker is more positioned towards street and everyday wear. Poor integration could result in operational inefficiencies and a loss of brand equity for Dicks.
Supply chain disruptions present additional risk given geopolitical tensions and ongoing tariff wars. Manufacturers in the shoe industry are heavily located in China, Vietnam, and Indonesia. Tariff hikes of over 100%, particularly on China, can pose a heavy threat to already low margins experienced by Foot Locker. Dicks must strengthen its supply chain or focus on other producers who aren’t faced with current tariff rates.
Foot Locker is also experiencing issues, holding $400 million of 4% debt due in 2029. Its inability to generate sufficient cash flow to satisfy these debt obligations could severely impact operations and other corporate requirements. This could require them to direct a substantial portion of future cash flows towards debt payments, given their current revenues, post expenses of roughly $200 million. This could in turn negatively impact Dicks as they have to cover this debt affecting Dicks Sporting Goods operations.
Sources
https://www.kroll.com/-/media/kroll-images/pdfs/m-and-a/apparel-ma-industry-insights-winter-2023.pdf
https://s27.q4cdn.com/812551136/files/doc_financials/2024/ar/2024_Annual-Report_vF.pdf
https://investors.footlocker-inc.com/node/22216/html
https://www.google.com/finance/quote/FL:NYSE