Academy Sports (NASDAQ: ASO) plans $500M notes to refinance 2027 debt
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., intends to privately offer $500 million aggregate principal amount of senior secured notes due 2031 to eligible investors under Rule 144A and Regulation S.
The subsidiary plans to use net proceeds to redeem all outstanding senior secured notes due 2027, repay all amounts under its term loan facility, and pay related fees and expenses, with any remainder for general corporate purposes. A conditional redemption notice sets a May 14, 2026 redemption date for the 2027 notes, contingent on completing an offering of at least $500 million of the new notes.
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Insights
Academy plans a private $500M secured notes deal to refinance debt.
Academy Sports and Outdoors, via Academy, Ltd., intends to issue $500 million of senior secured notes due 2031 in a private Rule 144A/Reg S offering. The notes will be guaranteed by certain subsidiaries and secured by liens on substantially all personal property.
Management plans to use proceeds to redeem all senior secured notes due 2027, repay the term loan facility, and cover fees, with any remainder for general purposes. The redemption of the 2027 notes is conditional on completing at least $500 million of the new notes by the stated May 14, 2026 redemption date.
This transaction reshapes the company’s debt profile by extending maturities and consolidating borrowings into a new 2031 instrument. Actual impact on interest expense and leverage will depend on the final pricing and terms of the notes, which are described only at a high level in this disclosure.
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
New notes offering size: $500 million aggregate principal
New notes maturity: 2031
Redemption price for 2027 notes: 100.00% of principal plus accrued interest
+1 more
4 metrics
New notes offering size
$500 million aggregate principal
Intended senior secured notes due 2031
New notes maturity
2031
Senior secured notes due 2031
Redemption price for 2027 notes
100.00% of principal plus accrued interest
Conditional full redemption of 2027 senior secured notes
Redemption date for 2027 notes
May 14, 2026
Date in conditional redemption notice
Key Terms
senior secured notes, Rule 144A, Regulation S, qualified institutional buyers, +2 more
6 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.
Rule 144A regulatory
"private placement pursuant to Rule 144A and Regulation S of 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
"offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A and to non-U.S. persons outside the United States pursuant to Regulation S"
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.
qualified institutional buyers financial
"offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A"
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.
asset-based revolving credit facility financial
"second-priority lien on the Issuer’s and the guarantors’ 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.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
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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| SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||
| Washington, D.C. 20549 | ||||||||||||||
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||||||||||||||
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||||||||||||||
Emerging Growth Company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||||||||||||||
Item 7.01 Regulation FD Disclosure.
On May 4, 2026, Academy Sports and Outdoors, Inc. (the “Company”) issued a press release announcing that its wholly-owned subsidiary, Academy, Ltd. (the “Issuer”), intends to offer for sale to eligible purchasers in a private placement pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), $500 million in aggregate principal amount of senior secured notes due 2031 (the “Notes”). 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, repay all outstanding amounts owing under its term loan facility, pay related fees and expenses, and for general corporate purposes.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release attached hereto as Exhibit 99.1 shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.
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 or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | ||||||||||||||||||||||||||||
99.1 | Academy Sports and Outdoors, Inc. Press Release, dated May 4, 2026, announcing the launching of offering of the Senior Secured Notes due 2031. | ||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). | ||||||||||||||||||||||||||||
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 | |||||||||||||
EXHIBIT 99.1
Academy Sports + Outdoors Announces Offering 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”), 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.
EXHIBIT 99.1
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
FAQ
What debt transaction did Academy Sports (ASO) announce in this 8-K?
Academy Sports announced that subsidiary Academy, Ltd. intends to offer $500 million of senior secured notes due 2031 in a private Rule 144A/Regulation S offering, primarily to refinance existing senior secured notes due 2027 and repay its term loan facility.
How will Academy Sports (ASO) use the $500 million notes proceeds?
Academy plans to use net proceeds to redeem all senior secured notes due 2027, repay all outstanding amounts under its term loan facility, pay related fees and expenses, and use any remaining funds for general corporate purposes, according to the disclosure.
What are the key terms of the new Academy Sports 2031 notes?
The new securities are senior secured notes due 2031 with aggregate principal of $500 million. They will be guaranteed on a senior secured basis by certain subsidiaries and secured by first-priority and second-priority liens on substantially all personal property, as described in the announcement.
What is happening to Academy Sports’ existing 2027 senior secured notes?
Academy delivered a notice of conditional full redemption for all 2027 senior secured notes at 100.00% of principal plus accrued interest. The planned redemption date is May 14, 2026, contingent on completing at least $500 million of the new notes offering.
Who can buy the new Academy Sports senior secured notes?
The notes are being offered 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 sold in the U.S. without registration or an applicable exemption.
Are the new Academy Sports notes registered with the SEC?
No. The company states the notes and related guarantees have not been and will not be registered under the Securities Act or state laws. Any offer or sale in the United States must rely on registration or a valid exemption from registration requirements.