Academy Sports (NASDAQ: ASO) prices $500M 5.875% secured notes due 2031
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Academy Sports and Outdoors, Inc. announced that its wholly owned subsidiary, Academy, Ltd., has priced a private offering of $500 million aggregate principal amount of 5.875% senior secured notes due 2031. The offering is expected to close on May 14, 2026, subject to customary conditions.
The company intends to use the net proceeds to redeem all of its outstanding senior secured notes due 2027, repay all outstanding amounts under its term loan facility, pay related fees and expenses, and for general corporate purposes. The notes will be guaranteed on a senior secured basis by certain subsidiaries and secured by first‑priority liens on substantially all personal property of the issuer and guarantors, plus second‑priority liens on assets securing the issuer’s asset‑based revolving credit facility.
The notes are being sold in a private transaction exempt from registration, only to qualified institutional buyers under Rule 144A and to certain non‑U.S. persons under Regulation S, and will not be registered under U.S. securities laws.
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Insights
Academy refinances debt with new $500M 2031 secured notes.
Academy, Ltd. is issuing $500 million of 5.875% senior secured notes due 2031. Proceeds are earmarked to redeem existing senior secured notes due 2027, repay the term loan facility, and cover fees, with any remainder for general corporate purposes.
This transaction extends the company’s debt maturity profile by shifting obligations from 2027 to 2031. The notes carry guarantees from certain subsidiaries and are secured by first‑priority liens on substantially all personal property, plus second‑priority liens behind the asset‑based revolver, indicating a strong collateral package for creditors.
The notes are offered privately to qualified institutional buyers under Rule 144A and to non‑U.S. investors under Regulation S, so there is no public equity impact. Actual effects on interest expense and leverage will depend on the terms of the redeemed 2027 notes and the term loan, which are not detailed in this excerpt.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Senior secured notes size: $500 million aggregate principal amount
Coupon rate: 5.875%
Maturity: 2031
+2 more
5 metrics
Senior secured notes size
$500 million aggregate principal amount
Private offering of senior secured notes due 2031
Coupon rate
5.875%
Interest rate on senior secured notes due 2031
Maturity
2031
Maturity year of new senior secured notes
Expected closing date
May 14, 2026
Expected closing of the notes offering
Debt to be redeemed
Senior secured notes due 2027
Target for redemption using notes proceeds
Key Terms
senior secured notes, asset-based revolving credit facility, Rule 144A, Regulation S, +1 more
5 terms
senior secured notes financial
"5.875% senior secured notes due 2031 (the “Notes”)."
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.
asset-based revolving credit facility financial
"personal property securing the Issuer’s asset-based revolving credit facility"
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.
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
"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.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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Item 7.01 Regulation FD Disclosure.
On May 4, 2026, Academy Sports and Outdoors, Inc. issued a press release announcing the pricing of the previously announced offering, by Academy, Ltd. (the “Issuer”), of the Issuer’s $500 million aggregate principal amount of 5.875% Senior Secured Notes due 2031. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | ||||||||||||||||||||||||||||
99.1 | Press Release, dated May 4, 2026, announcing the pricing of offering of the Senior Secured Notes due 2031. | ||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). | ||||||||||||||||||||||||||||
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ACADEMY SPORTS AND OUTDOORS, INC. | ||
| May 4, 2026 | By: | /s/ | Brandy Treadway | |||||||||||
| Name: | Brandy Treadway | |||||||||||||
| Title: | Executive Vice President, Chief Legal Officer, and Corporate Secretary | |||||||||||||
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EXHIBIT 99.1
Academy Sports + Outdoors Announces Pricing of Senior Secured Notes
KATY, Texas (May 4, 2026) – Academy Sports and Outdoors, Inc. (“Academy”) (Nasdaq: ASO) today announced that its wholly-owned subsidiary, Academy, Ltd. (the “Issuer”), priced a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of $500 million aggregate principal amount of 5.875% senior secured notes due 2031 (the “Notes”). The offering is expected to close on May 14, 2026, subject to customary closing 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 “Redemption”), repay all outstanding amounts owing under its term loan facility, pay related fees and expenses, and for general corporate purposes.
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 and sold 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 senior secured notes due 2027. 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
EXHIBIT 99.1
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
FAQ
What debt offering did Academy Sports (ASO) announce?
Academy, through subsidiary Academy, Ltd., priced a private offering of $500 million aggregate principal amount of 5.875% senior secured notes due 2031. The notes are senior secured obligations guaranteed by certain subsidiaries and secured by liens on personal property.
How will Academy Sports (ASO) use the $500 million notes proceeds?
Academy intends to use the net proceeds to redeem all senior secured notes due 2027, repay all outstanding amounts under its term loan facility, cover related fees and expenses, and for general corporate purposes, effectively refinancing and simplifying its existing debt structure.
When is the Academy Sports 5.875% 2031 notes offering expected to close?
The company stated the $500 million 5.875% senior secured notes due 2031 offering is expected to close on May 14, 2026, subject to customary closing conditions. Closing will enable the planned redemption of 2027 notes and repayment of the term loan facility.
Who can buy the new Academy Sports senior secured notes?
The notes are being sold in a private offering only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. They are not registered under the Securities Act and cannot be publicly offered in the United States without registration.
How are the Academy Sports 2031 notes secured and guaranteed?
The notes will be guaranteed on a senior secured basis by certain subsidiaries that guarantee the issuer’s credit facilities. They are secured by a first‑priority lien on substantially all personal property and a second‑priority lien behind the asset‑based revolving credit facility.
Does this press release constitute an offer to sell Academy Sports notes?
No. The release explicitly states it does not constitute an offer to sell or solicitation to buy any securities, nor a notice of redemption, in any jurisdiction where such actions would be unlawful before proper registration or qualification under applicable securities laws.