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EL SEGUNDO, Calif. - Big 5 Sporting Goods Corporation (NASDAQ:BGFV), currently valued at $26.3 million in market capitalization and showing weak financial health according to InvestingPro analysis, announced Monday it has entered into a definitive merger 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 in enterprise value.
Under the terms of the agreement, Big 5 stockholders will receive $1.45 per share in cash, representing a 36% premium to the company’s 60-day volume weighted average price. The transaction includes the assumption of approximately $71.4 million in credit line borrowings as of June 29, 2025. This debt assumption is significant given the company’s total debt of $307.7 million and concerning debt-to-equity ratio of 1.94, as revealed by InvestingPro data.
The merger, unanimously approved by Big 5’s Board of Directors, is expected to close in the second half of 2025, subject to stockholder approval and other closing conditions. Upon completion, Big 5 will become a private company and its common stock will no longer be listed on the Nasdaq Stock Exchange.
Big 5 will remain an independent company within the Capitol Hill Group portfolio while leveraging the combined resources of the partnership. The sporting goods retailer currently operates 414 stores across the western United States, generating annual revenue of $777.7 million but facing challenges with an EBITDA of -$41.9 million in the last twelve months. InvestingPro analysis reveals 10 additional key insights about the company’s financial position and future prospects, available to subscribers.
"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.
Worldwide Golf operates more than 95 stores across 25 states under various regional brands, while Capitol Hill Group is a Bethesda, Maryland-based private investment firm with diversified holdings.
Moelis & Company LLC served as financial advisor to Big 5, according to the press release statement.
In other recent news, Big 5 Sporting Goods Corporation reported a net loss of $17.3 million for the first quarter of 2025, doubling the loss from the previous year. The company’s revenue fell to $175.6 million, down from $193.4 million in the same period last year, reflecting a decrease in same-store sales. Despite these challenging financial results, the company experienced a 2.83% rise in its stock price in after-hours trading. Big 5 also announced the closure of eight stores during the quarter and plans to close seven more by the end of the year as part of its strategy to focus on more productive locations. Looking ahead, the company expects continued challenges with projected losses in the next quarter, forecasting a net loss per share of $0.75 to $0.90. The company aims to normalize inventory levels by the end of the year and is preparing for key selling periods such as Memorial Day and Father’s Day. CEO Steve Miller emphasized the company’s focus on controllable aspects to continue delivering value to customers amidst an uncertain environment.
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