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Big 5 Sporting Goods Finalizes Merger with Worldwide Golf and Forms Partnership with Capitol Hill
Big 5 Sporting Goods announced the successful completion of its previously announced merger with a partnership comprised of Worldwide Golf and Capitol Hill Group. Upon the satisfaction of customary closing conditions, including the approval of Big 5's stockholders, the merger was consummated, with Big 5 surviving the merger as a wholly owned subsidiary of such partnership. In connection with the closing of the merger, Big 5's common stock will no longer be listed on the Nasdaq Stock Exchange, and Big 5 will cease to be a publicly traded company. Big 5 will remain an independent company within the Capitol Hill Group portfolio and leverage the combined resources of the partnership.
Big 5 Sporting Investors Greenlight Purchase by Worldwide Sports Group
Big 5 Sporting Goods announced that, at a special meeting of its stockholders held on September 26, Big 5 stockholders voted to approve the company's acquisition by WSG Merger LLC, a wholly owned subsidiary of Worldwide Golf Group. Upon completion of the transaction, expected to be on or about September 30, Big 5 will become a privately held company and shares of Big 5 common stock will no longer be listed on any public market.
Big 5 to be acquired by Worldwide Golf, Capitol Hill for $112.7M in cash
Big 5 Sporting Goods announced it has entered into a definitive merger agreement to be acquired by a partnership comprised of Worldwide Golf and Capitol Hill Group, in an all-cash transaction valued at approximately $112.7 million in enterprise value, including the assumption of approximately $71.4 million in credit line borrowings as of June 29, 2025. Pursuant to the Agreement, subject to the terms and satisfaction of the conditions thereof, Big 5 stockholders will receive $1.45 per share in cash. This represents a premium of approximately 36% to the company's 60-day volume weighted average price. "This transaction marks an exciting new chapter for Big 5 that allows the Company to carry on its legacy of serving customers with quality sporting goods at an exceptional value while maximizing value for our stockholders," said Steven G. Miller, Chairman, President and Chief Executive Officer of Big 5 Sporting Goods Corporation. "I want to thank our dedicated employees, loyal customers and valued vendors who continue to support Big 5 in each of the communities we serve."
Big 5 Sporting sees Q4 EPS in middle range of previously provided view
Big 5 Sporting reports Q4 revenue $181.6M v $196.3M last year ..Big 5 Sporting Goods reported sales results for the fiscal 2024 fourth quarter and full year ended December 29. Steven G. Miller, Chairman, President and CEO, commented, "We anticipate reporting fourth quarter earnings in the middle range of our previously provided guidance range. Despite our topline results falling short of expectations, we achieved favorable performance relative to plan in both gross margin and expenses. While our sales continued to be impacted by the challenging macroeconomic environment for our consumers, the lower-than-expected sales were primarily due to weaker winter product sales, influenced by warmer-than-normal weather conditions across our footprint and minimal snowfall in the southern tier of our footprint which limited winter recreational activities. Although sales were softer than anticipated, our fourth quarter same store sales marked the fourth consecutive quarter of sequential improvement in our year-over-year sales trends." For the fiscal 2024 fourth quarter, net sales were $181.6 million compared to net sales of $196.3M for the fourth quarter of fiscal 2023. Same store sales decreased 6.1% for the fourth quarter of fiscal 2024 compared to the fourth quarter of fiscal 2023. The Company's merchandise margins decreased 23 basis points for the fourth quarter of fiscal 2024 compared to the prior year period. For the fiscal 2024 full year, net sales were $795.5 million compared to net sales of $884.7 million for fiscal 2023. Same store sales decreased 9.4% for the fiscal 2024 full year compared to fiscal 2023. The Company's merchandise margins decreased 34 basis points for the fiscal 2024 full year compared to fiscal 2023. The Company now expects to report a loss per basic share in the range of $0.94 to $0.97, which compares to the Company's previous guidance for a fourth quarter loss per basic share in the range of $0.80 to $1.05. The Company's updated earnings guidance for the fiscal 2024 fourth quarter includes a net benefit of $1.0 million, or $0.04 per basic share, related to an insurance settlement.
Big 5 Sporting announces renewal of five-year credit facility
Big 5 Sporting Goods entered into an agreement to amend and extend its credit facility with Bank of America, as administrative agent and lender. The Loan Agreement, which replaces the Company's prior financing agreement with Bank of America, has a five-year term that matures in December 2029, and provides for a secured revolving credit facility with aggregate committed availability of up to $150 million. The Company may request additional increases in aggregate availability, which Bank of America has the option to provide, of up to $50 million, for an aggregate availability of up to $200 million. Loans under the new credit facility will bear interest based on SOFR rates or a specified base rate, plus a margin that is determined based on the remaining availability under the credit line and satisfaction of financial covenants. The margin on SOFR rate loans ranges from 1.75% to 2.125% and the margin on base rate loans ranges from 0.75% to 1.125%, subject to interest rate floors of zero. The Company will be filing with the Securities and Exchange Commission a Current Report on Form 8-K, which will include additional details about the Loan Agreement.
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