Big 5 Sporting Goods Corporation (Nasdaq: BGFV) (“Big 5”), a leading sporting goods retailer, today 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.
Pursuant to the definitive merger agreement and subject to the terms and satisfaction of its conditions, Big 5 stockholders are entitled to receive $1.45 per share in cash. This represents a premium of approximately 36% to Big 5’s 60-day volume weighted average trading price prior to the transaction’s announcement.
“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 return for our stockholders,” said Steven G. Miller, Chairman, President and Chief Executive Officer of Big 5. “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.”
Worldwide Golf is a leading nationwide retailer of golf equipment, apparel, shoes and accessories. Capitol Hill Group is a Bethesda, Maryland-based private investment firm with diversified holdings, including retail. This acquisition combines Capitol Hill Group’s financial resources with Worldwide Golf’s specialty retail expertise to provide Big 5 with the long-term capital and strategic support to re-energize growth and further build on its competitive position in the sporting goods retail sector across its western United States footprint.
“Big 5 has a long and rich retail heritage in the Western United States,” said Ted Shin, CEO of Worldwide Golf and Capitol Hill Group. “We believe there is a great opportunity to build off of that legacy and enhance the enjoyment in sports for our current and future customers and communities. We look forward to unlocking future growth opportunities for Big 5 for the benefit of our customers, vendor partners and employees.”
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.
Moelis & Company LLC served as financial advisor and Latham & Watkins LLP served as legal advisor to Big 5. Skadden, Arps, Slate, Meagher & Flom LLP, Holland & Knight LLP, and Sklar Kirsh LLP served as legal advisors to Capitol Hill Group and its related entities.
About Big 5 Sporting Goods Corporation
Big 5 is a leading sporting goods retailer in the western United States, currently operating 410 stores under the “Big 5 Sporting Goods” name. Big 5 provides a full-line product offering in a traditional sporting goods store format that averages 12,000 square feet. Big 5’s product mix includes athletic shoes, apparel and accessories, as well as a broad selection of outdoor and athletic equipment for team sports, fitness, camping, hunting, fishing, home recreation, tennis, golf, and winter and summer recreation.
About Worldwide Golf
Worldwide Golf is a leading golf retailer in the United States and Canada. Serving golfing communities since 1963, the company has grown from 1 retail store in San Diego to 95+ stores across 25 states and built a complementary e-commerce presence through multiple e-commerce sites, including worldwidegolfshops.com, globalgolf.com, fairwaystyles.com, coolclubs.com and getclubs.com, among others. The company operates under multiple regional sub-brands, including Roger Dunn Golf Shops, Edwin Watts Golf Shops, Golfers’ Warehouse, The Golf Mart, Van’s Golf Shops, Uinta Golf, Las Vegas Golf Superstore, Bobick’s, Global Golf Outlet, Mike’s Golf Outlet, Cool Clubs and Golfdom. Over its multiple decades, Worldwide Golf has gained a loyal following with golf enthusiasts and maintained a dominant position in the marketplace.
About Capitol Hill Group
Capitol Hill Group is a private investment firm founded in 1992 and is based in Bethesda, Maryland. The firm invests across various stages of company growth from early-stage venture to public equities. The firm currently has private investments in various sectors, including brick and mortar retail, e-commerce, apparel, logistics and real estate.
