UNDER ARMOUR TO OFFER $400 MILLION SENIOR NOTES DUE 2030

Rhea-AI Summary

Under Armour (NYSE: UA, UAA) has announced plans to offer $400 million in Senior Notes due 2030 through a private offering. The notes will be senior, unsecured obligations with semiannual interest payments, backed by guarantees from Under Armour's subsidiaries. The company intends to use the proceeds, along with potential borrowings from its revolving credit agreement and cash reserves, to retire $600 million of its 3.25% Senior Notes due 2026. The offering is limited to qualified institutional buyers under Rule 144A and certain international investors under Regulation S. The specific interest rate and offering terms will be determined through negotiations with initial purchasers. Under Armour notes that the completion of the offering is subject to market conditions and there's no guarantee of favorable terms or completion.

Positive

• Strategic debt refinancing of $600 million 2026 Notes with new $400 million 2030 Notes extends debt maturity profile
• Company maintains financial flexibility by combining notes offering with credit facility and cash options
• Senior notes are backed by subsidiary guarantees, providing additional security for investors

Negative

• Total debt remains significant with $600 million in outstanding notes to be refinanced
• Company may need to use additional credit facility borrowings or cash to complete the refinancing
• Success of the offering depends on market conditions with no guaranteed completion

Insights

Corporate Finance Expert

Under Armour's $400M notes offering represents strategic debt refinancing to manage its $600M 2026 obligations, likely improving financial flexibility.

Under Armour is making a strategic debt management move by offering $400 million in senior unsecured notes due 2030. This refinancing initiative aims to address the company's $600 million in 3.25% Senior Notes that mature in 2026. The $200 million differential will apparently be covered through a combination of credit facility borrowings and cash reserves.

This transaction represents standard liability management rather than expansion capital. By extending debt maturity from 2026 to 2030, Under Armour gains improved financial flexibility and reduces near-term refinancing pressure. The timing appears potentially opportunistic, allowing the company to lock in current interest rates before their 2026 obligations come due.

While the interest rate on the new notes hasn't been disclosed, this refinancing will likely impact Under Armour's interest expense profile. If rates are higher than the 3.25% on the existing notes, annual interest costs could increase, though this would be partially offset by the smaller principal amount ($400 million vs. $600 million).

The semi-annual interest payment structure and senior unsecured status with subsidiary guarantees represent standard terms for corporate debt issuance. This transaction should be viewed as routine financial management rather than a signal of cash flow concerns or expansion plans. For investors, this reflects prudent balance sheet management by extending maturity timelines while potentially reducing total debt.

BALTIMORE, June 16, 2025 /PRNewswire/ -- Under Armour, Inc. (NYSE: UA, UAA) today announced that it intends to offer, subject to market and other conditions, $400 million aggregate principal amount of its Senior Notes due 2030 (the "Notes"), in a private offering (the "Proposed Offering") exempt from registration under the Securities Act of 1933, as amended (the "Securities Act").

The Notes will be senior, unsecured obligations of Under Armour, bearing interest semiannually in arrears. The Notes will be guaranteed on a senior unsecured basis by Under Armour's subsidiaries that provide guarantees under its amended revolving credit agreement. The interest rate, offering price and other terms of the Notes are to be determined by negotiations between Under Armour and the initial purchasers.

Under Armour intends to use the net proceeds from the Proposed Offering together with borrowings under its amended revolving credit agreement, cash on hand or a combination thereof to redeem, repurchase, repay or otherwise retire all $600 million in aggregate principal amount of its outstanding 3.25% Senior Notes due 2026 (the "2026 Notes") at or prior to maturity.

This announcement is neither an offer to sell nor a solicitation of an offer to buy the Notes or the related guarantees. Any offers of the Notes and the related guarantees will be made only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons in transactions outside the United States in reliance on Regulation S under the Securities Act.

The offer and sale of the Notes and the related guarantees have not been, and will not be, registered under the Securities Act, or the securities laws of any jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements of the Securities Act and the rules promulgated thereunder.

This announcement does not constitute a notice of redemption under the indenture of the 2026 Notes, or an offer to tender for, or purchase, any of the 2026 Notes or any other security.

There can be no assurance that Under Armour will be able to complete the Proposed Offering on terms and conditions favorable to it or at all, and Under Armour may decide to not pursue the Proposed Offering before completion.

Forward-Looking Statements

Some of the statements contained in this press release constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding the Proposed Offering, the terms of the Notes and the use of proceeds therefrom. In many cases, you can identify forward-looking statements by terms such as "may," "will," "could," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "outlook," "potential" or the negative of these terms or other comparable terminology. The forward-looking statements in this press release reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, activity levels, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Under Armour discusses many of these risks in greater detail under the heading "Item 1A. Risk Factors" in its Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the Securities and Exchange Commission ("SEC") on May 22, 2025 and in our other filings and reports. The forward-looking statements contained in this press release reflect Under Armour's views and assumptions only as of the date of this press release. Under Armour undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

About Under Armour, Inc.

Under Armour, Inc., headquartered in Baltimore, Maryland, is a leading inventor, marketer and distributor of branded athletic performance apparel, footwear and accessories. Designed to empower human performance, Under Armour's innovative products and experiences are engineered to make athletes better.

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SOURCE Under Armour, Inc.

FAQ

What is the size of Under Armour's (UA) new Senior Notes offering in 2025?

Under Armour is offering $400 million in Senior Notes due 2030 through a private offering.

How will Under Armour (UA) use the proceeds from its 2030 Senior Notes?

The proceeds will be used to retire $600 million of 3.25% Senior Notes due 2026, along with potential borrowings from credit facilities and cash on hand.

What are the interest terms for Under Armour's (UA) 2030 Senior Notes?

The notes will pay interest semiannually, but the specific interest rate will be determined through negotiations with initial purchasers.

Who can purchase Under Armour's (UA) 2030 Senior Notes?

The notes are only available to qualified institutional buyers under Rule 144A and certain international investors under Regulation S.

Are Under Armour's (UA) 2030 Senior Notes guaranteed?

Yes, the notes will be guaranteed on a senior unsecured basis by Under Armour's subsidiaries that provide guarantees under its amended revolving credit agreement.