공시 • Oct 03
Worldwide Golf Group LLC and Capitol Hill Group completed the acquisition of Big 5 Sporting Goods Corporation (NasdaqGS:BGFV). Worldwide Golf Group LLC and Capitol Hill Group entered into a definitive merger agreement to acquire Big 5 Sporting Goods Corporation (NasdaqGS:BGFV) for $33.6 million on June 29, 2025. A cash consideration valued at $1.45 per share will be paid by Worldwide Golf Group LLC and Capitol Hill Group. In case of termination of transaction, Worldwide Golf Group LLC and Capitol Hill Group will pay a termination fee of $2 million and Big 5 Sporting Goods Corporation will pay a termination fee of $3 million. Upon completion of the transaction, Big 5’s common stock will no longer be listed on the Nasdaq Stock Exchange, and Big 5 will become a private company.
The transaction is subject to approval of merger agreement by Big 5 Sporting Goods Corporation shareholders. The deal has been unanimously approved by the Big 5 Sporting Goods Corporation board. The transaction is expected to complete in second half of 2025.
Moelis & Company LLC acted as financial advisor and fairness opinion provider for Big 5 Sporting Goods Corporation. Michael Treska and Darren Guttenberg of Latham & Watkins LLP acted as legal advisor for Big 5 Sporting Goods Corporation. Jeffrey Brill, David Eisman and Glen Mastroberte of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for Capitol Hill Group and Worldwide Golf Group LLC. Holland & Knight LLP acted as legal advisor for Capitol Hill Group. Sklar Kirsh LLP acted as legal advisor for Capitol Hill Group. Stuart Rogers of Alston & Bird LLP represented Moelis & Company LLC as financial advisor to Big 5 Sporting Goods Corporation.
Worldwide Golf Group LLC and Capitol Hill Group completed the acquisition of Big 5 Sporting Goods Corporation (NasdaqGS:BGFV) on October 2, 2025. 공시 • Oct 02
Big 5 Sporting Goods Corporation(NasdaqGS:BGFV) dropped from S&P TMI Index Big 5 Sporting Goods Corporation(NasdaqGS:BGFV) dropped from S&P TMI Index 공시 • Jul 01
Worldwide Golf Group LLC and Capitol Hill Group entered into a definitive merger agreement to acquire Big 5 Sporting Goods Corporation (NasdaqGS:BGFV) for $33.6 million. Worldwide Golf Group LLC and Capitol Hill Group entered into a definitive merger agreement to acquire Big 5 Sporting Goods Corporation (NasdaqGS:BGFV) for $33.6 million on June 29, 2025. A cash consideration valued at $1.45 per share will be paid by Worldwide Golf Group LLC and Capitol Hill Group. In case of termination of transaction, Worldwide Golf Group LLC and Capitol Hill Group will pay a termination fee of $2 million and Big 5 Sporting Goods Corporation will pay a termination fee of $3 million. Upon completion of the transaction, Big 5’s common stock will no longer be listed on the Nasdaq Stock Exchange, and Big 5 will become a private company.
The transaction is subject to approval of merger agreement by Big 5 Sporting Goods Corporation shareholders. The deal has been unanimously approved by the Big 5 Sporting Goods Corporation board. The transaction is expected to complete in second half of 2025.
Moelis & Company LLC acted as financial advisor and fairness opinion provider for Big 5 Sporting Goods Corporation. Latham & Watkins LLP acted as legal advisor for Big 5 Sporting Goods Corporation. Jeffrey Brill, David Eisman and Glen Mastroberte of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for Capitol Hill Group and Worldwide Golf Group LLC. Holland & Knight LLP acted as legal advisor for Capitol Hill Group. Sklar Kirsh LLP acted as legal advisor for Capitol Hill Group. 공시 • May 17
Big 5 Sporting Goods Receives Written Notice from the Nasdaq Stock Market Regarding Minimum Bid Price Requirement On May 13, 2025, Big 5 Sporting Goods Corporation received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Global Market, as set in Listing Rule 5450(a)(1). In accordance with Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until November 10, 2025, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-day period. If the Company is not in compliance by November 10, 2025, the Company may be eligible for additional time to regain compliance. To qualify, the Company would be required to submit an application to transfer to The Nasdaq Capital Market, which would require the Company to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition, the Company would be required to pay an application fee to Nasdaq and notify Nasdaq of its intent to cure the minimum bid price deficiency. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal Nasdaq’s determination, but there can be no assurance that Nasdaq would grant the Company’s request for continued listing. The Company intends to monitor the closing bid price of its common stock and consider options to regain compliance with the minimum bid price requirement. However, there can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement. 공시 • Apr 25
Big 5 Sporting Goods Corporation, Annual General Meeting, Jun 10, 2025 Big 5 Sporting Goods Corporation, Annual General Meeting, Jun 10, 2025. 