UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 7.01. | Regulation FD Disclosure. |
On November 1, 2021, Foot Locker, Inc., a New York corporation (the “Company”), issued a press release announcing the closings of the Company’s acquisitions of certain atmos Entities (as defined below), effective November 1, 2021, including (1) FL atmos US, LLC, a New York limited liability company (“atmos US”), through its direct wholly-owned subsidiary Foot Locker Retail, Inc., a New York corporation (“Foot Locker Retail”); (2) Text Trading Co., Ltd., a kabushiki kaisha, formed and operating under the laws of Japan (“atmos Japan”), through its indirect wholly-owned subsidiary Foot Locker atmos Japan G.K., a godo kaisha, formed and operating under the laws of Japan; and (3) Hommyo Limited, a private limited company, formed and operating under the laws of Hong Kong (“atmos Hong Kong” and, collectively with atmos US and atmos Japan, the “atmos Entities”), through its indirect wholly-owned subsidiary Foot Locker Asia Pte. Ltd.. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby furnished pursuant to this Item 7.01.
The information in this Item 7.01 and Exhibit 99.1 is furnished and shall not be deemed “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, and shall not be incorporated by reference into any Company 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit No. Description
| 99.1 | Press Release, dated November 1, 2021, issued by Foot Locker, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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.
| FOOT LOCKER, INC. | |||
| November 1, 2021 | By: | /s/ Sheilagh M. Clarke | |
| Name: Sheilagh M. Clarke | |||
| Title: Senior Vice President, General Counsel and Secretary | |||
Exhibit 99.1
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| NEWS
RELEASE |
| 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 |
FOOT LOCKER, INC. COMPLETES ACQUISITION OF atmos
Digitally Led, Culturally Connected Business Immediately Expands Foot Locker’s Global Footprint, Provides Foothold in Rapidly Growing Asia-Pac and Extends Premium, Top-Tier Product Offering
atmos to Maintain Unique Brand Ethos, Identity and Value Proposition Within Foot Locker Family of Brands
NEW YORK, NY, November 1, 2021 – Foot Locker, Inc. (NYSE: FL) ("Foot Locker" or the "Company"), the New York-based specialty athletic retailer, today announced that, through certain subsidiaries, it has completed the acquisition of atmos, a digitally led, premium, global retailer headquartered in Japan, for $360 million, subject to certain customary adjustments.
Richard Johnson, Chairman and Chief Executive Officer of Foot Locker, said, “We are delighted to officially welcome atmos’s iconic
founder, Hidefumi Hommyo, and the entire atmos team to the Foot Locker family. We deeply value atmos’s unique
brand, innovative, experiential stores, premium offerings, collaborations and understanding of sneakerhead culture. atmos expands
our global reach in the rapidly growing Asia-Pacific market, establishes a critical entry point in Japan and allows us to benefit from
immediate scale. We are excited about the many opportunities we will collectively be able to capture as a result of this partnership
as we continue creating significant long-term value for our shareholders, consumers, vendor partners, and employees.”
Mr. Hidefumi, CEO, Chief Creative Officer for atmos, said, “Today atmos enters a new era, well-positioned to bring our dynamic and exciting sneakers to more people around the world. atmos was founded with a love of sneakers and a passion for innovation, and with Foot Locker as our partner, we have the opportunity to drive global growth while maintaining what makes us unique. We have worked with Foot Locker for years on product collaborations and partnerships, and we are excited about what is ahead as we pursue our shared passion for sneaker culture, streetwear, creativity and self-expression.”
atmos will maintain its brand name, preserving the atmos identity, brand ethos, and unique value proposition as part of the Foot Locker family of brands. Foot Locker is committed to building on atmos’s strong foundation to propel the brand into its next phase of growth.
As previously announced, Foot
Locker expects atmos to generate low double-digit sales growth annually and low double-digits to mid-teens EBITDA margins over
the next five years and be accretive to EPS in fiscal year 2021. As previously reported on August 20, 2021, the Company anticipates that
the acquisitions of WSS and atmos combined will be accretive to EPS in the range of $0.44 to $0.48 per share in 2022.
Advisors
Evercore served as financial
advisor to Foot Locker, and DLA Piper LLP served as its legal advisor.
Foot Locker, Inc. 330 West 34th Street, New York, NY 10001 |
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, atmos, WSS, Footaction, and Sidestep. With approximately 3,000 retail stores in 28 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. 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 future capital expenditures, expansion, strategic plans, financial objectives, dividend payments, stock repurchases,
growth of the Company's business and operations, including future cash flows, revenues, and earnings, and other such matters, are forward-looking
statements. These forward-looking statements are based on many assumptions and factors which are detailed in the Company's filings with
the U.S. Securities and Exchange Commission.
These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. The forward-looking statements contained in this press release are largely based on our expectations for the future, which reflect certain estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions, operating trends, and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. For additional discussion on risks and uncertainties that may affect forward-looking statements, see "Risk Factors" disclosed in the Company's Annual Report on Form 10-K for the year ended January 30, 2021 filed on March 25, 2021. Any changes in such assumptions or factors could produce significantly different results. The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise.
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Foot Locker, Inc. 330 West 34th Street, New York, NY 10001 |