Academy Sports & Outdoors, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Use of Proceeds On October 6, 2020, the Company completed its initial public offering of 15,625,000 shares of its common stock, $0.01 par value per share ("Common Stock"), for cash consideration of $13.00 per share ($12.22 per share, net of underwriting discounts), resulting in approximately $184.9 million in net proceeds. On November 3, 2020, the Company issued and sold an additional 1,807,495 shares of the Company's Common Stock for cash consideration of $13.00 per share ($12.22 per share, net of underwriting discounts) pursuant to the partial exercise of the underwriters over-allotment option, resulting in approximately $22.1 million in further net proceeds. The Common Stock is listed on the NASDAQ Global Select Market under the symbol "ASO". The offering was registered under the Securities Act of 1933, as amended (the "Securities Act"), on a registration statement on Form S-1 (Registration No. 333-248683), as amended (the "Registration Statement"), which was declared effective by the SEC on October 1, 2020. As detailed in the Company's Current Report on Form 8-K filed on November 6, 2020, the Company utilized the net proceeds from the initial public offering, together with the net proceeds from the 2020 Notes, the net proceeds from the Term Loan Facility, and cash on hand, to repay in full borrowings outstanding under our existing term loan, in the amount of $1,431.4 million. Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, KKR Capital Markets LLC, BofA Securities, Inc. acted as joint book-running managers and as representatives of the underwriters in the offering. Evercore Group L.L.C., Guggenheim Securities, LLC, UBS Securities LLC, and Wells Fargo Securities LLC acted as bookrunners in the offering. Stephens Inc., Capital One Securities, Inc., Loop Capital Markets LLC, CastleOak Securities, L.P., Blaylock Van, LLC, Cabrera Capital Markets, LLC, Samuel A. Ramirez & Company, Inc., and R. Seelaus & Co., LLC acted as co-managers in the offering. Other than a total of approximately $3.0 million paid to KKR Capital Markets ("KCM") for underwriting services in connection with the offering, no other payments were made by us to directors, officers or persons owning 10% or more of our Common Stock or to their associates, or to our affiliates. 54 ITEM 6. EXHIBITS Exhibit Number Description of Exhibit 3.1 Amended and Restated Certificate of Incorporation of Academy Sports and Outdoors, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 6, 2020). 3.2 Amended and Restated Bylaws of Academy Sports and Outdoors, Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 6, 2020). 4.1 Amendment to the Registration Rights Agreement, dated as of October 6, 2020, by and among Academy Sports and Outdoors, Inc., Allstar LLC and New Academy Holding Company, LLC (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 6, 2020). 10.1 Stockholders’ Agreement, dated as of October 6, 2020, by and among Academy Sports and Outdoors, Inc., Allstar LLC, KKR 2006 Allstar Blocker L.P. and Allstar Co-Invest Blocker L.P. (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 6, 2020). 10.2* 2020 Omnibus Incentive Plan 10.3 Form of Time-Based Option Agreement under 2020 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.10 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 23, 2020). 10.4 Form of Non-Employee Director Restricted Stock Unit Agreement under 2020 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.11 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 23, 2020). 10.5 Form of Performance-Based Restricted Stock Unit Agreement under 2020 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.12 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 23, 2020). 10.6 Form of 2020 CEO Option Agreement under 2011 Unit Incentive Plan (incorporated herein by reference to Exhibit 10.14 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 23, 2020). 10.7 Form of 2020 Executive Option Agreement under 2011 Unit Incentive Plan (incorporated herein by reference to Exhibit 10.15 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 23, 2020). 10.8 Form of August 2020 Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated herein by reference to Exhibit 10.22 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 23, 2020). 10.9 Form of 2020 CEO Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated herein by reference to Exhibit 10.23 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 23, 2020). 10.10 Form of 2020 Executive Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated herein by reference to Exhibit 10.24 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 23, 2020). 10.11 2020 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on October 1, 2020). 10.12 Form of Director and Officer Indemnification Agreement incorporated herein by reference to Exhibit 10.37 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 23, 2020). 31.1* Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Calculation Linkbase Document 55 Exhibit Number Description of Exhibit 101.DEF XBRL Taxonomy Definition Linkbase Document 101.LAB XBRL Taxonomy Label Linkbase Document 101.PRE XBRL Taxonomy Presentation Linkbase Document * Filed herewith ** Furnished herewith The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. 56 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on December 10, 2020 on its behalf by the undersigned, thereto duly authorized. ACADEMY SPORTS AND OUTDOORS, INC. By: /s/ KEN C. HICKS Ken C. Hicks Chairman, President and Chief Executive Officer (principal executive officer) By: /s/ MICHAEL P. MULLICAN Michael P. Mullican Executive Vice President and Chief Financial Officer (principal financial officer) 57