0000850209 false 0000850209 2021-09-29 2021-09-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): September 29, 2021


Foot Locker, Inc.

(Exact name of registrant as specified in charter)


New York 1-10299 13-3513936
(State or other jurisdiction
of incorporation)


File Number)

(IRS Employer
Identification No.)


330 West 34th Street, New York, New York 10001
(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:   (212) 720-3700

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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:



Title of each class




Trading Symbol(s)




Name of each exchange on

which registered 

Common Stock, par value $0.01 per share   FL   New York Stock Exchange
Preferred Stock Purchase Rights       New York Stock Exchange


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 8.01.Other Events.


On September 29, 2021, Foot Locker, Inc., a New York corporation (the “Company”), issued a press release announcing the proposed private offering by the Company of $400 million in aggregate principal amount of its Senior Notes due 2029. A copy of the press release is furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.


Item 9.01.Financial Statements and Exhibits.





Exhibit No.   Description
99.1   Press Release, dated September 29, 2021, issued by Foot Locker, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).







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.




Date: September 29, 2021 By: /s/ Sheilagh M. Clarke
    Name: Sheilagh M. Clarke
    Title: Senior Vice President, General Counsel and Secretary




Exhibit 99.1










Investor Contact: Media Contact:
James R. Lance Cara Tocci
Vice President, Corporate Finance and Investor Relations Vice President, Corporate Communications
Foot Locker, Inc. Foot Locker, Inc.
jlance@footlocker.com cara.tocci@footlocker.com
(212) 720-4600 (914) 582-0304





NEW YORK, NY, September 29, 2021 – Foot Locker, Inc. (NYSE: FL) (“Foot Locker” or the “Company”), the New York-based specialty athletic retailer, is launching a private offering of $400 million in aggregate principal amount of its Senior Notes due 2029 (the “Notes”), subject to market and other conditions. Foot Locker intends to use the net proceeds from this offering for general corporate purposes.


The Notes are being offered to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.


This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, and shall not constitute an offer, solicitation or sale in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.


About Foot Locker, Inc.

Foot Locker, Inc. leads the celebration of sneaker and youth culture around the globe through a portfolio of brands including Foot Locker, Kids Foot Locker, Champs Sports, Eastbay, WSS, Footaction, and Sidestep. With approximately 3,000 retail stores in 27 countries across North America, Europe, Asia, Australia, and New Zealand as well as websites and mobile apps, the Company’s purpose is to inspire and empower youth culture around the world, by fueling a shared passion for self-expression and creating unrivaled experiences at the heart of the global sneaker community. Foot Locker, Inc. has its corporate headquarters in New York. For additional information please visit https://www.footlocker-inc.com.


Disclosure Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. Other than statements of historical facts, all statements which address activities, events, or developments that the Company anticipates will or may occur in the future, including, but not limited to, such things as the offering and sale of the Notes, the intended use of net proceeds from the offering of the Notes and other such matters, are forward-looking statements.


These forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effect on the Company. The forward-looking statements contained in this press release are largely based on the Company’s expectations for the future, which reflect certain estimates and assumptions made by the Company’s management. These estimates and assumptions reflect the Company’s best judgment based on currently known market conditions, operating trends, and other factors. Although the Company believes such estimates and assumptions to be reasonable, they are inherently uncertain and involve



Foot Locker, Inc.  330 West 34th Street, New York, NY 10001



a number of risks and uncertainties that could cause actual results to differ materially from those discussed in forward-looking statements, many of which are beyond the Company’s control. For additional discussion on risks and uncertainties that may affect forward-looking statements, see the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended January 30, 2021 filed with the Securities Exchange Commission (“SEC”) on March 25, 2021 and the other filings that the Company makes with the SEC. Any changes in such assumptions or factors could produce significantly different results. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.









Foot Locker, Inc.  330 West 34th Street, New York, NY 10001