06/16/2025 | Press release | Distributed by Public on 06/16/2025 05:55
UNDER ARMOUR TO OFFER $400 MILLION
SENIOR NOTES DUE 2030
BALTIMORE, June 16, 2025 - Under Armour, Inc. (NYSE: UA, UAA) today announced that it intends to offer, subject to market and other conditions, $400 million aggregate principal amount of its Senior Notes due 2030 (the "Notes"), in a private offering (the "Proposed Offering") exempt from registration under the Securities Act of 1933, as amended (the "Securities Act").
The Notes will be senior, unsecured obligations of Under Armour, bearing interest semiannually in arrears. The Notes will be guaranteed on a senior unsecured basis by Under Armour's subsidiaries that provide guarantees under its amended revolving credit agreement. The interest rate, offering price and other terms of the Notes are to be determined by negotiations between Under Armour and the initial purchasers.
Under Armour intends to use the net proceeds from the Proposed Offering together with borrowings under its amended revolving credit agreement, cash on hand or a combination thereof to redeem, repurchase, repay or otherwise retire all $600 million in aggregate principal amount of its outstanding 3.25% Senior Notes due 2026 (the "2026 Notes") at or prior to maturity.
This announcement is neither an offer to sell nor a solicitation of an offer to buy the Notes or the related guarantees. Any offers of the Notes and the related guarantees will be made only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons in transactions outside the United States in reliance on Regulation S under the Securities Act.
The offer and sale of the Notes and the related guarantees have not been, and will not be, registered under the Securities Act, or the securities laws of any jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements of the Securities Act and the rules promulgated thereunder.
This announcement does not constitute a notice of redemption under the indenture of the 2026 Notes, or an offer to tender for, or purchase, any of the 2026 Notes or any other security.
There can be no assurance that Under Armour will be able to complete the Proposed Offering on terms and conditions favorable to it or at all, and Under Armour may decide to not pursue the Proposed Offering before completion.