Academy Sports (NASDAQ: ASO) sells $500 million in 5.875% secured notes due 2031
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Academy Sports and Outdoors, Inc. is refinancing its debt structure through a new bond issue and credit facility amendment. Its subsidiary Academy, Ltd. issued $500 million aggregate principal amount of 5.875% Senior Secured Notes due 2031 in a private placement under Rule 144A and Regulation S.
The company is using the net proceeds to redeem all outstanding senior secured notes due 2027, fully prepay its $400 million senior secured term loan, pay related fees and expenses, and for general corporate purposes. The notes are secured by substantially all personal property of the issuer and guarantors and pay interest semi-annually, maturing on May 15, 2031.
Academy also amended its asset-based revolving credit facility, extending its maturity to May 14, 2031 and updating the pricing grid. The amendment allows the ABL agent to reserve against borrowings for note principal above $100 million near the ABL facility’s maturity, linking revolver availability to the bond balance.
Positive
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Negative
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Insights
Academy refinances key debt, extending maturities while keeping leverage structure secured.
Academy, through its subsidiary, issued $500 million of 5.875% Senior Secured Notes due 2031 and used the proceeds to redeem its 2027 secured notes and fully prepay a $400 million term loan. This consolidates borrowings into a longer-dated bond.
The notes are first-lien on most personal property and second-lien on ABL Priority Collateral, sitting behind the ABL Credit Facility. An amendment extended the ABL facility to May 14, 2031 and adjusted pricing based on Average Excess Availability, while permitting a reserve for note principal above $100 million shortly before maturity.
Overall, the transactions push major maturities to 2031 and simplify the debt stack, but the filing does not quantify net interest cost changes or leverage. The economic impact therefore depends on underlying coupon comparisons and future borrowing under the ABL facility, which are not detailed here.
8-K Event Classification
5 items: 1.01, 1.02, 2.03, 7.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
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 senior secured notes: $500 million aggregate principal amount
Coupon rate: 5.875%
Redeemed term loan: $400 million
+5 more
8 metrics
New senior secured notes
$500 million aggregate principal amount
5.875% Senior Secured Notes due 2031 issued in private placement
Coupon rate
5.875%
Interest rate on Senior Secured Notes due 2031
Redeemed term loan
$400 million
Senior secured term loan voluntarily prepaid using note proceeds
Equity-funded optional redemption
105.875%
Redemption price for up to 40% of notes with equity offering proceeds until May 15, 2028
Change of Control put price
101%
Repurchase price upon certain Change of Control events
ABL facility reserve threshold
$100 million
ABL agent may reserve note principal above this amount near maturity
Notes maturity date
May 15, 2031
Final maturity of 5.875% Senior Secured Notes
ABL facility maturity
May 14, 2031
Extended maturity of ABL Credit Facility under amendment
Key Terms
Senior Secured Notes, Indenture, ABL Credit Facility, Change of Control, +2 more
6 terms
Senior Secured Notes financial
"issued $500 million aggregate principal amount of its 5.875% 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.
Indenture regulatory
"The Notes are governed by an Indenture, dated as of May 14, 2026"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
ABL Credit Facility financial
"asset-based revolving credit facility (the “ABL Credit Facility”)"
An ABL credit facility is a loan where the borrower uses tangible assets—like unpaid customer invoices, inventory, or equipment—as collateral to secure borrowing capacity. Think of it like a business pawning its goods to get cash; the amount available rises and falls with the value of those assets. Investors watch ABLs because they affect a company’s short-term liquidity, borrowing limits, and the lender’s priority claim if the company runs into financial trouble.
Change of Control financial
"Upon the occurrence of certain events constituting a Change of Control (as defined in the Indenture)"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Average Excess Availability financial
"modified the Average Excess Availability (as defined in the ABL Credit Agreement) pricing grid"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 14, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation )
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices including Zip Code)
(281 ) 646-5200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 1.01 |
Entry into a Material Definitive Agreement.
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Senior Secured Notes
On May 14, 2026, Academy, Ltd. (the “Issuer”), a wholly-owned subsidiary of Academy Sports and Outdoors, Inc. (the “Company”), issued $500 million
aggregate principal amount of its 5.875% Senior Secured Notes due 2031 (the “Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer used the
net proceeds from the Notes to fund the redemption of all of its outstanding senior secured notes due 2027 (the “Redemption”), voluntarily prepay all outstanding amounts owed under its $400 million senior secured term loan with UBS AG, Stanford
Branch (as successor to Credit Suisse AG, Cayman Island Branch) as the administrative agent and collateral agent and the several other lenders and parties named therein (as amended, the “Term Loan”), pay related fees and expenses, and for general
corporate purposes. Upon the repayment of the Term Loan, all security interests and liens granted to the secured parties thereunder were terminated and released. The Notes are governed by an Indenture, dated as of May 14, 2026 (the “Indenture”),
entered into by the Issuer and guarantors named therein (the “Guarantors”) with U.S. Bank Trust Company, National Association, as trustee. The Notes will mature on May 15, 2031. Interest on the Notes is payable semi-annually in arrears on November
15 and May 15 of each year, beginning on November 15, 2026.
The Notes are secured on a first-priority basis, subject to permitted liens, by security interests in substantially all of the Issuer’s and the
Guarantors’ personal property (other than the ABL Priority Collateral (as defined below)), and are secured on a second-priority basis, subject to permitted liens, by security interests in the Issuer’s and the Guarantors’ personal property which
secure the ABL Credit Facility (as defined below) on a first-priority basis (the “ABL Priority Collateral”).
On or after May 15, 2028, the Issuer may, at its option and on one or more occasions, redeem all or a part of the Notes at the redemption prices set
forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. At any time prior to May 15, 2028, the Issuer may, at its option and on one or more occasions, redeem all or part of the Notes at a
redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, plus a “make-whole” premium as described in the Indenture. In addition,
until May 15, 2028, the Issuer may, at its option and on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 105.875% of the aggregate principal amount thereof, with an amount equal
to or less than the net cash proceeds from one or more equity offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
Upon the occurrence of certain events constituting a Change of Control (as defined in the Indenture), the Issuer will be required to make an offer
to repurchase all of the Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Indenture contains certain covenants that limit the ability of the Issuer and its restricted subsidiaries to, among other things (i) incur or
guarantee additional indebtedness or issue disqualified stock and preferred stock; (ii) incur liens on assets; (iii) pay dividends or make other distributions in respect of, or repurchase or redeem, their capital stock; (iv) prepay, redeem or
repurchase certain debt; (v) make certain loans, investments or other restricted payments; (vi) engage in certain transactions with affiliates; (vii) enter into agreements restricting certain subsidiaries’ ability to pay dividends; and (viii) sell
or transfer certain assets or merge or consolidate, in each case subject to certain exceptions and qualifications set forth in the Indenture.
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The Indenture provides for events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment
of principal or interest, breach of other agreements in respect of the Notes, acceleration of certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable, failure to perfect certain collateral
securing the Notes and certain events of bankruptcy or insolvency, which events of default, if any occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Notes to be
due and payable immediately.
The foregoing description of the Indenture does not purport to be complete and is subject to, and qualified in its entirety by reference to, the
full text of the Indenture, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
ABL Amendment
On May 14, 2026, the Issuer, as borrower, New Academy Holding Company, LLC, Associated Investors, L.L.C., Academy Managing Co., L.L.C., and Academy
Procurement Co., LLC, each a direct or indirect, wholly-owned subsidiary of the Company, as guarantors, entered into an amendment (the “ABL Amendment”) to the First Amended and Restated ABL Credit Agreement, dated as of July 2, 2015 (as amended,
the “ABL Credit Agreement”), with JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent (in such capacities, the “ABL Agent”), letter of credit issuer and swingline lender, and the several lenders party thereto, which ABL
Amendment, among other things (i) extended the maturity of the Issuer’s asset-based revolving credit facility (the “ABL Credit Facility”) to May 14, 2031, (ii) modified the Average Excess Availability (as defined in the ABL Credit Agreement)
pricing grid used in determining the interest rate margin on borrowings under the ABL Credit Facility and (iii) so long as the Notes are outstanding and mature on or prior to the latest maturity date of the ABL Credit Facility, permits the ABL
Agent to take a reserve against the ABL Credit Facility equal to the aggregate principal amount of the Notes in excess of $100 million outstanding on the date that is ninety-one (91) days prior to the latest maturity date of the ABL Credit
Facility.
The foregoing description of the ABL Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the
full text of the ABL Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 1.02 |
Termination of a Material Definitive Agreement.
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The information set forth in Item 1.01 concerning the Redemption and the Term Loan is hereby incorporated into this Item 1.02.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01 concerning the Indenture, the Notes and the guarantees thereof is hereby incorporated into this Item 2.03.
| Item 7.01 |
Regulation FD Disclosure.
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On May 14, 2026, the Company issued a press release announcing the closing of the offering of the Notes, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
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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.
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| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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4.1
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Indenture, dated May 14, 2026, by and among the Issuer, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee.
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4.2
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Form of 5.875% Senior Secured Notes due 2031 (included in Exhibit 4.1)
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10.1
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Amendment No. 5 to First Amended and Restated ABL Credit Agreement, dated May 14, 2026, by and among the Issuer, the guarantors party thereto, certain lenders
party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
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99.1
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Press Release, dated May 14, 2026, announcing the closing of the offering of the Notes.
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104
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Cover Page Interactive Data 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.
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ACADEMY SPORTS AND OUTDOORS, INC.
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May 14, 2026
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By:
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/s/
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Brandy Treadway
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Name:
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Brandy Treadway
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Title:
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Executive Vice President, Chief Legal Officer, and Corporate Secretary
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Exhibit 99.1
Academy Sports + Outdoors Announces Closing of Senior Secured Notes
KATY, Texas, May 14, 2026 /PRNewswire/ -- Academy Sports and Outdoors, Inc. (“Academy”) (Nasdaq: ASO) today announced that its wholly-owned subsidiary, Academy, Ltd.
(the “Issuer”), closed its private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended, of $500 million in aggregate principal amount of 5.875% Senior Secured Notes due 2031 (the “Notes”).
As previously announced, the Issuer used 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.
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. 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 inquiries:
Dan Aldridge, Vice President of Investor Relations
832.739.4102
dan.aldridge@academy.com
FAQ
What debt transaction did Academy Sports (ASO) complete in this 8-K?
Academy completed a private placement of $500 million of 5.875% Senior Secured Notes due 2031. Its subsidiary issued the notes and used proceeds to redeem 2027 notes, repay a $400 million term loan, and cover fees, expenses, and general corporate purposes.
How will Academy Sports (ASO) use the $500 million notes proceeds?
The net proceeds fund redemption of all outstanding senior secured notes due 2027 and voluntary prepayment of a $400 million senior secured term loan. Remaining proceeds cover related fees, expenses, and general corporate purposes, effectively refinancing and simplifying Academy’s secured debt profile.
What are the key terms of Academy Sports’ 5.875% Senior Secured Notes?
The notes carry a 5.875% coupon, mature on May 15, 2031, and pay interest semi-annually on May 15 and November 15 starting November 15, 2026. They are secured by substantially all personal property of the issuer and guarantors, with first and second-priority liens depending on collateral type.
When can Academy Sports redeem the new senior secured notes early?
On or after May 15, 2028, Academy may redeem some or all notes at specified prices plus interest. Before then, it can redeem at 100% plus a make-whole premium, or up to 40% at 105.875% using equity offering proceeds, each with accrued interest to the redemption date.
What changes were made to Academy Sports’ ABL Credit Facility?
The ABL Credit Facility maturity was extended to May 14, 2031 and its pricing grid tied to Average Excess Availability was modified. While the notes remain outstanding, the ABL agent may reserve borrowing capacity for note principal above $100 million near the facility’s latest maturity date.
How does a Change of Control affect Academy Sports’ new notes?
If certain Change of Control events occur, the issuer must offer to repurchase all notes at 101% of principal plus accrued interest. This protection gives noteholders the option to exit if ownership changes materially, aligning with standard high-yield bond Change of Control provisions.