Item 1.01 Entry into a Material Definitive Agreement.
On September 14, 2021, Academy Sports and Outdoors, Inc. (the "Company") entered
into an Underwriting Agreement (the "Underwriting Agreement"), by and among the
Company, Allstar LLC, Allstar Co-Invest Blocker L.P. and KKR 2006 Allstar
Blocker L.P. (collectively, the "Selling Stockholders"), and Credit Suisse
Securities (USA) LLC, as representative of the several underwriters named
therein (the "Underwriters"), relating to an underwritten offering (the
"Secondary Offering") of 18,645,602 shares of the Company's common stock, par
value $0.01 per share ("Common Stock"), pursuant to the Company's Registration
Statement on Form S-1 (File No. 333-259477), filed on September 13, 2021. The
Secondary Offering was completed on September 17, 2021. Pursuant to the
Underwriting Agreement, the Underwriters purchased the shares from the Selling
Stockholders at a price of $43.519375 per share. The Secondary Offering also
included the Company's repurchase of 4,500,000 shares out of the 18,645,602
shares of Common Stock subject to the Secondary Offering from the Underwriters
at a price per share of $43.519375, which is equal to the price at which the
Underwriters purchased the shares from the Selling Stockholders in the Secondary
Offering, for an aggregate purchase price of approximately $200 million, which
was pursuant to the Company's recently announced $500 million share repurchase
program. The closing of the share repurchase occurred substantially concurrently
with closing of the Secondary Offering, and the shares of the Company's Common
Stock that were repurchased by the Company were retired. The Company did not
receive any proceeds from the Secondary Offering.
The description of the Underwriting Agreement is qualified in its entirety by
the terms of such agreement, which is incorporated herein by reference and
attached to this report as Exhibit 1.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated September 14, 2021, by and among Academy
Sports and Outdoors, Inc., the selling stockholders named therein and
Credit Suisse Securities (USA) LLC, as representative of the several
underwriters named therein.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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