Big 5 Sporting Goods to be acquired in $112.7 million all-cash deal.

Big 5 Sporting Goods has agreed to be acquired by a partnership of Worldwide Golf and Capitol Hill Group in an all-cash transaction valued at approximately $112.7 million, including assumed debt. The deal, which represents a 36% premium to the company's 60-day average price, will see Big 5 stockholders receive $1.45 per share in cash. The acquisition is expected to maximize value for Big 5 shareholders and allow the company to continue serving customers with quality sporting goods at an exceptional value.

Big 5 Sporting Goods (Nasdaq: BGFV) has entered into a definitive agreement to be acquired by a partnership between Worldwide Golf and Capitol Hill Group in an all-cash transaction valued at approximately $112.7 million, including assumed debt. The deal represents a 36% premium to the company's 60-day average price and will see Big 5 stockholders receive $1.45 per share in cash. The acquisition is expected to close in the second half of 2025, subject to stockholder approval and other customary closing conditions [1].

Under the terms of the agreement, Big 5 will become a private company and will be delisted from the Nasdaq Stock Exchange. The company will continue to operate as an independent entity within the Capitol Hill Group portfolio, leveraging the combined resources of the partnership to enhance its competitive position in the western United States sporting goods retail sector [1].

The transaction structure reveals important financial details about Big 5's current position. With approximately $71.4 million in credit line borrowings, the company's net equity value is only about $41.3 million. This relatively high debt load likely influenced both the timing and valuation of this deal [1].

The unanimous board approval and focus on "immediate and certain stockholder value" suggests the board viewed this as the optimal exit opportunity in a challenging retail environment. The 36% premium appears reasonable given industry consolidation trends, though not exceptionally generous [1].

For Big 5's investors, this deal provides certainty in an increasingly competitive sporting goods landscape. The acquirers gain an established retail network across the western United States, which complements Worldwide Golf's specialty retail expertise. Capitol Hill Group's involvement indicates they see potential to revitalize the Big 5 business model with additional capital and strategic support [1].

Post-closing, Big 5 will operate as an independent entity within Capitol Hill Group's portfolio, suggesting operational continuity while pursuing new growth strategies. The transaction is expected to close in H2 2025, subject to stockholder approval and customary closing conditions [1].

References:
[1] https://www.stocktitan.net/news/BGFV/big-5-sporting-goods-corporation-enters-into-definitive-agreement-to-u8u8amcn90h2.html