Academy Sports + Outdoors Announces Offering of Senior Secured Notes

Rhea-AI Summary

Academy Sports and Outdoors (Nasdaq: ASO) announced that its subsidiary, Academy, Ltd., intends to offer $500 million aggregate principal amount of senior secured notes due 2031 in a private Rule 144A/Reg S placement. Net proceeds are intended to fund redemption of outstanding senior secured notes due 2027, repay the term loan facility, pay fees, and for general corporate purposes.

The Issuer delivered a conditional notice to redeem all 2027 notes at 100.00% of principal, with a redemption date of May 14, 2026, conditioned on closing the new notes offering by that date. The new notes will be senior secured, guaranteed by certain subsidiaries, and secured by liens on substantially all personal property.

Positive

• $500 million targeted senior secured notes due 2031
• Proceeds designated to redeem 2027 notes and repay term loan
• Notes will be senior secured and subsidiary-guaranteed

Negative

• Redemption of 2027 notes is conditioned on closing by May 14, 2026
• New debt will be secured by liens on substantially all personal property
• Offering limited to QIBs and non-U.S. investors (Rule 144A/Reg S)

News Market Reaction – ASO

-3.83%

-3.83% Session close to close

In the May 4 session, ASO declined 3.83%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a planned $500 million senior secured notes offering due 2031, with procee...

Analysis

This announcement details a planned $500 million senior secured notes offering due 2031, with proceeds earmarked to redeem existing 2027 notes at 100% of principal, repay term loan borrowings, and for general corporate purposes. The redemption is conditional on completing at least $500 million of new notes by May 14, 2026. Investors may track final transaction size, pricing, and any changes in collateral structure to assess balance sheet impact over time.

Key Figures

New notes offering: $500 million Redemption price: 100.00% of principal Redemption date: May 14, 2026 +3 more

6 metrics

New notes offering $500 million Aggregate principal amount of senior secured notes due 2031

Redemption price 100.00% of principal Redemption of outstanding senior secured notes due 2027

Redemption date May 14, 2026 Conditional full redemption date for 2027 Notes

Conditioned offering size At least $500 million Minimum aggregate principal amount of new Notes required for redemption

Maturity year 2031 Stated maturity of new senior secured notes

Existing notes maturity 2027 Maturity year of outstanding senior secured notes being redeemed

Historical Context

5 past events · Latest: Apr 07 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 07	Analyst Day event	Neutral	-3.2%	Hosting 2026 Analyst Day outlining long-term strategy and growth initiatives.
Apr 07	Sales update	Positive	-3.2%	Preliminary Q1 2026 sales update calling for 6%–7% growth and positive comps.
Apr 02	Investor conference	Neutral	-0.6%	Participation in J.P. Morgan Retail Roundup Conference with management fireside chat.
Mar 31	Analyst Day notice	Neutral	+2.2%	Announcement of upcoming 2026 Analyst Day to discuss long-term strategy.
Mar 20	Loyalty program launch	Positive	-2.0%	Launch of new myAcademy Rewards credit card and enhanced loyalty program.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent positive or growth-oriented announcements have sometimes seen negative price reactions, while informational events draw smaller, mixed responses.

Recent Company History

Over the last few months, ASO has focused on growth communication and customer initiatives. Analyst Day announcements and a preliminary update calling for 6%–7% Q1 sales growth with 2%–3% comparable sales coincided with a -3.2% move, suggesting occasional negative reactions to seemingly constructive updates. A new rewards credit card launch on Mar 20 also saw shares down 2.05%. Against this backdrop, the new senior secured notes offering fits into an ongoing pattern of balance sheet and strategic positioning disclosures.

Key Terms

senior secured notes, redemption price, redemption date, qualified institutional buyers, +3 more

7 terms

senior secured notes financial

"intends to offer $500 million aggregate principal amount of senior secured notes due 2031"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

redemption price financial

"for all of the 2027 Notes at a redemption price equal to 100.00% of the principal"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

redemption date financial

"accrued and unpaid interest to, but not including, the redemption date (the "Redemption Date")"

The redemption date is the specific day when a debt-like security (such as a bond, preferred share, or certificate) must be repaid by the issuer and the investor receives the principal plus any final interest or dividends. It matters to investors because it tells when cash will return, shapes the effective return and price of the security, and creates reinvestment and timing considerations—like knowing when a loan is due so you can plan what to do with the returned money.

qualified institutional buyers financial

"offered only to persons reasonably believed to be qualified institutional buyers in reliance"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Rule 144A regulatory

"qualified institutional buyers in reliance on Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

asset-based revolving credit facility financial

"personal property securing the Issuer's asset-based revolving credit facility on a first-priority basis"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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KATY, Texas, May 4, 2026 /PRNewswire/ -- Academy Sports and Outdoors, Inc. ("Academy") (Nasdaq: ASO) today announced that its wholly-owned subsidiary, Academy, Ltd. (the "Issuer"), intends to offer $500 million aggregate principal amount of senior secured notes due 2031 (the "Notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), subject to market and other conditions.

The Issuer intends to use the net proceeds from the Notes to fund the redemption of all of its outstanding senior secured notes due 2027 (the "2027 Notes," and such redemption, the "Redemption"), repay all outstanding amounts owing under its term loan facility, pay related fees and expenses, and for general corporate purposes.

Academy also announced today that it has delivered a notice of conditional redemption for all of the 2027 Notes at a redemption price equal to 100.00% of the principal amount of the 2027 Notes, plus accrued and unpaid interest to, but not including, the redemption date (the "Redemption Price"). The redemption date for the 2027 Notes provided in the notice of conditional full redemption is May 14, 2026 (the "Redemption Date"). The Issuer's obligation to redeem the 2027 Notes and pay the Redemption Price is conditioned upon the completion of an offering by the Issuer of at least $500 million aggregate principal amount of the Notes on or before the Redemption Date. The Issuer may waive this condition at its sole discretion. Academy will publicly announce and notify the holders of the 2027 Notes and the Trustee (as defined below) if the foregoing condition is not satisfied or waived, whereupon the Redemption will be revoked and the 2027 Notes will remain outstanding. The Bank of New York Mellon Trust Company, N.A. is the trustee (the "Trustee") for the 2027 Notes and is serving as the paying agent for the Redemption.

The Notes will be guaranteed on a senior secured basis by certain of Academy's subsidiaries that guarantee the Issuer's credit facilities. The Notes and the related guarantees will be secured by (i) a first-priority lien on substantially all of the Issuer's and the guarantors' personal property, and (ii) a second-priority lien on the Issuer's and the guarantors' personal property securing the Issuer's asset-based revolving credit facility on a first-priority basis.

The Notes and the related guarantees have not been and will not be registered under the Securities Act, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The Notes and the related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release does not constitute a notice of redemption for the 2027 Notes.  This press release is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.

About Academy Sports + Outdoors
Academy is a leading full-line sporting goods and outdoor recreation retailer in the United States. Originally founded in 1938 as a family business in Texas, Academy has grown to more than 300 stores across 21 states and counting. Academy's mission is to provide "Fun for All" and Academy fulfills this mission with a localized merchandising strategy and value proposition that strongly connects with a broad range of consumers. Academy's product assortment focuses on key categories of outdoor, apparel, sports & recreation and footwear through both leading national brands and a portfolio of private label brands. For more information, visit www.academy.com.

Forward-Looking Statements 
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The statements discussed in this press release that are not purely historical data are forward-looking statements, including, but not limited to, the statements regarding the Notes and the use of proceeds therefrom, including the Redemption and repayment of the term loan facility. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on Academy. The forward-looking statements are subject to various risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify.  Actual results may differ materially from these expectations due to factors that are set forth in Academy's filings with the U.S. Securities and Exchange Commission.  Any forward-looking statement in this press release speaks only as of the date of this release. Academy undertakes no obligation to publicly update or review any forward-looking statement, except as may be required by any applicable securities laws.

Media inquiries:
Meredith Klein, Vice President of Communications
346.826.6615
meredith.klein@academy.com

Investor inquires:
Dan Aldridge, Vice President of Investor Relations
832.739.4102
dan.aldridge@academy.com

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SOURCE Academy Sports + Outdoors

FAQ

What is Academy Sports (ASO) offering with the May 4, 2026 announcement?

Academy is offering $500 million of senior secured notes due 2031. According to the company, the private Rule 144A/Reg S offering will be made to qualified institutional buyers and non-U.S. investors.

How will Academy use proceeds from the $500 million ASO note offering?

Proceeds are intended to redeem all outstanding 2027 notes and repay the term loan facility. According to the company, remaining proceeds will cover fees, expenses, and general corporate purposes.

When is the conditional redemption date for Academy's 2027 notes (ASO)?

The conditional redemption date is May 14, 2026. According to the company, the redemption is conditioned on completing the new notes offering on or before that date.

What security and guarantees back the new ASO notes due 2031?

The notes will be guaranteed by certain subsidiaries and secured by liens on substantially all personal property. According to the company, liens include a first-priority lien and a related second-priority lien structure.

Who may purchase the new ASO notes offered in May 2026?

The notes are being offered only to qualified institutional buyers and non-U.S. persons under Rule 144A and Regulation S. According to the company, the notes are not registered under the Securities Act.