Sports Authority (NYSE:TSA)
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The Sports Authority, Inc. (NYSE:TSA), announced today
that it has entered into a definitive agreement to be acquired by an
investor group led by Green Equity Investors IV, L.P., an affiliate of
Leonard Green & Partners, L.P. and including members of Sports
Authority's senior management team for $37.25 per share in cash.
The board of directors of Sports Authority, on the recommendation
of a special committee of independent directors, has unanimously
approved the merger agreement and recommends that Sports Authority's
shareholders adopt the agreement.
The total transaction value, including assumed debt, is
approximately $1.3 billion. The transaction is expected to close in
the second fiscal quarter of 2006, and is subject to Sports
Authority's shareholder approval, as well as other customary closing
conditions, including the receipt of financing and regulatory
approvals.
Gordon Barker, chair of the special committee of Sports
Authority's board of directors that approved the transaction said,
"The Company received an acquisition proposal from Leonard Green &
Partners and after extensive negotiations and careful consideration in
conjunction with our independent advisors, the independent committee
of Sports Authority's board has unanimously concluded that this
transaction is in the best interest of our shareholders. This
transaction, which will provide Sports Authority's shareholders with
an immediate and substantial cash premium for their investment in the
Company, reflects the success of the merger and integration of the
Company's predecessors Gart Sports and The Sports Authority. In
accordance with the merger agreement, the Company will also be
conducting a market test for the next 20 days to ensure that the
transaction is the best available for our shareholders."
Doug Morton, Chairman and CEO, said, "Not only does this
transaction provide Sports Authority's shareholders with a substantial
premium for their shares, but we believe it will be good for the
company's associates, customers and suppliers. As a private company,
Sports Authority will have greater flexibility to accomplish its
long-term goals. Leonard Green & Partners has an excellent track
record of building value at its portfolio companies by providing
strong financial and strategic support. Leonard Green & Partners also
has significant past experience in the sporting goods industry from
its prior ownership of several sporting goods retailers."
Jonathan Seiffer, Partner of Leonard Green & Partners said, "We
are pleased to have the opportunity to partner with this exceptional
management team and build on the company's track record of growth and
success in the retail sporting goods industry."
Merrill Lynch is acting as financial advisor for Sports Authority
in connection with the merger transaction and has rendered a fairness
opinion to the special committee of Sports Authority's board of
directors. Banc of America Securities LLC is acting as financial
advisor for Leonard Green & Partners in connection with the merger
transaction. Bank of America N.A. and TCW/Crescent Mezzanine have
provided commitments for the debt portion of the financing for the
transaction, which are subject to customary conditions.
The Sports Authority, headquartered in Englewood, CO, is one of
the nation's largest full-line sporting goods retailers offering a
comprehensive high-quality assortment of brand name sporting apparel
and equipment at competitive prices. As of December 31, 2005, The
Sports Authority operated 398 stores in 45 states under The Sports
Authority(R), Gart Sports(R), and Sportmart(R) names. The Company's
e-tailing website, located at www.thesportsauthority.com is operated
by GSI Commerce, Inc. under a license and e-commerce agreement. In
addition, a joint venture with AEON Co., Ltd. operates "The Sports
Authority" stores in Japan under a licensing agreement.
Leonard Green & Partners is a Los Angeles-based private equity
firm specializing in organizing, structuring and sponsoring management
buy-outs, going-private transactions and recapitalizations of
established public and private companies. Leonard Green & Partners is
the largest private equity firm in Southern California managing
approximately $3.7 billion of private equity capital.
Forward-Looking Statements
This document includes statements that do not directly or
exclusively relate to historical facts. Such statements are
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These forward-looking statements include statements regarding
benefits of the proposed transactions, expected cost savings and
anticipated future financial operating performance and results,
including estimates of growth. These statements are based on the
current expectations of management of Sports Authority. There are a
number of risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements included in this
document. For example, among other things, (1) Sports Authority may be
unable to obtain shareholder approval required for the transaction;
(2) Sports Authority may be unable to obtain regulatory approvals
required for the transaction, or required regulatory approvals may
delay the transaction or result in the imposition of conditions that
could have a material adverse effect on Sports Authority or cause the
parties to abandon the transaction; (3) conditions to the closing of
the transaction may not be satisfied; (4) the transaction may involve
unexpected costs or unexpected liabilities; (5) the businesses of
Sports Authority may suffer as a result of uncertainty surrounding the
transaction; and (6) Sports Authority may be adversely affected by
other economic, business, and/or competitive factors. Additional
factors that may affect the future results of Sports Authority are set
forth in its filings with the Securities and Exchange Commission
("SEC"), which are available at http://www.sportsauthority.com. Unless
required by law, Sports Authority undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, a proxy statement of
Sports Authority and other materials will be filed with SEC. WE URGE
INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT SPORTS AUTHORITY AND THE PROPOSED
TRANSACTION. Investors will be able to obtain free copies of the proxy
statement (when available) as well as other filed documents containing
information about Sports Authority at http://www.sec.gov, the SEC's
free internet site. Free copies of Sports Authority's SEC filings are
also available on Sports Authority's internet site at
http://www.sportsauthority.com.
Participants in the Solicitation
Sports Authority and its executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from Sports Authority's stockholders with respect to the
proposed transaction. Information regarding the officers and directors
of Sports Authority is included in its definitive proxy statement for
its 2005 annual meeting filed with SEC on April 27, 2005. More
detailed information regarding the identity of potential participants,
and their direct or indirect interests, by securities, holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with SEC in connection with the proposed
transaction.