Sports Authority Buyout

The Sports Authority (TSA)
Green Equity Investors
$1.3B Cash Merger

Summary

$1.3 billion buyout by Leonard Green & Partners

$37.25 per share: $1.3B total

Background to the Merger

Announced 1.23.06

Closed 5.03.06

Advisors

Financial

TSA: Merrill Lynch

Legal

TSA: Wachtell Lipton
Leonard Green: Gibson Dunn

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Definitions

1.1 Definitions
1.2 Terms Generally

Article II Merger

2.1 The Merger
2.2 Conversion of Securities
2.3 Payment of Cash for Merger Shares
2.4 Treatment of Options

Article III Surviving Corporation

3.1 Articles of Incorporation
3.2 Bylaws
3.3 Directors and Officers

Article IV Company Reps

4.1 Corporate Existence and Power
4.2 Corporate Authorization; Company Fairness Opinion
4.3 Governmental Authorization

4.4 Non-Contravention
4.5 Capitalization
4.6 Company Subsidiaries and Joint Ventures

4.7 Reports and Financial Statements
4.8 Disclosure Documents
4.9 Absence of Certain Changes or Events

4.10 Litigation
4.11 Taxes
4.12 ERISA
4.13 Labor Matters
4.14 Compliance with Laws
4.15 Finders' Fees

4.16 Environmental Matters
4.17 Suppliers and Relationships
4.18 Contracts
4.19 Intellectual Property
4.20 Assets and Property
4.21 Insurance

Article V Parent - Merger Sub Reps

5.1 Corporate Existence and Power
5.2 Corporate Authorization
5.3 Governmental Authorization

5.4 Non-Contravention
5.5 Disclosure Documents
5.6 Finders' Fees
5.7 Financing
5.8 No other Information
5.9 Interest in Competitors
5.10 Ownership of Common Shares
5.11 Solvency of the Company Following Completion of the
Merger
5.12 Management Agreements

Article VI Covenants of the Company

6.1 Conduct of the Company and Subs
6.2 Stockholder Meeting; Proxy Material
6.3 Access to Information; Cooperation in Financing
6.4 Solicitation

Article VII Covenants of Parent/Sub

7.1 Voting of Shares
7.2 Director and Officer Liability
7.3 Financing Efforts
7.4 Solvency Opinion

Article VIII Covenants of the Parties

8.1 Reasonable Best Efforts
8.2 Certain Filings
8.3 Public Announcements
8.4 Further Assurances
8.5 Notices of Certain Events
8.6 Disposition of Litigation
8.7 Employee Matters
8.8 Confidentiality Agreement

Article IX Conditions to the Merger

9.1 Each Party
9.2 Parent and Sub
9.3 Company

Article X Termination

10.1 Termination
10.2 Termination Fee
10.3 Effect of Termination

Article XI Miscellaneous

11.1 Notices
11.2 Survival of Representations and Warranties
11.3 Amendments No Waivers
11.4 Expenses
11.5 Successors and Assigns
11.6 Governing Law
11.7 Counterparts; Effectiveness; Third-Party Beneficiaries
11.8 Severability
11.9 Specific Performance
11.10 Entire Agreement
11.11 Jurisdiction
11.12 Authorship

Other Agreements

Merger agreement

Option assumption agreement (Scroll down)

Proxy Solicitation - Schedule 13e-3 Filings

Shareholder meeting

Press release 8.31.06

81% of outstanding shares voted
80% of outstanding voted FOR

Proxy statement filings

Supplement 4.21.06
Definitive 3.31.06
Preliminary 3.17.06
Preliminary 2.15.06

Schedule 13e-3 filings

Amendment #5 4.21.06
Amendment #4 4.21.06
Amendment #3 3.31.06

Amendment #2 3.28.06
Amendment #1 3.17.06

Schedule 13e-3 2.15.06

SEC comment letters

SEC letter 3.10.06
Response letter 3.17.06
SEC letter 3.23.06
Response letter 3.27.06
Response letter 3.30.06

Deal Protection

No shop covenant

Break-up fee

$30mm, plus out-of-pocket expenses
Agreement §10.2
Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement §4.3
Proxy statement disclosure

Fairness Opinion

Merrill Lynch fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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