UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

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Academy Sports and Outdoors, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

00402L107

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS
	KKR 2006 Allstar Blocker L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			11,102,476 (1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			11,102,476 (1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,102,476 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12.3% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Represents beneficial ownership as of December 31, 2020. As of the date of filing, the Reporting Person named above beneficially owned 8,948,754 shares of Common Stock, representing 9.8% of the outstanding Common Stock.

 

(1) Represents beneficial ownership as of December 31, 2020. As of the date of filing, the Reporting Person named above beneficially owned 17,757,901 shares of Common Stock, representing 19.5% of the outstanding Common Stock.

1	NAMES OF REPORTING PERSONS
	Allstar Co-Invest GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			22,031,746 (1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			22,031,746 (1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	22,031,746 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	24.5% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents beneficial ownership as of December 31, 2020. As of the date of filing, the Reporting Person named above beneficially owned 17,757,901 shares of Common Stock, representing 19.5% of the outstanding Common Stock.

 

(1) Represents beneficial ownership as of December 31, 2020. As of the date of filing, the Reporting Person named above beneficially owned 22,933,587 shares of Common Stock, representing 25.2% of the outstanding Common Stock.

1	NAMES OF REPORTING PERSONS
	KKR 2006 Fund (Allstar) L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			28,453,079 (1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			28,453,079 (1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	28,453,079 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	31.6% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Represents beneficial ownership as of December 31, 2020. As of the date of filing, the Reporting Person named above beneficially owned 22,933,587 shares of Common Stock, representing 25.2% of the outstanding Common Stock.

(1) Represents beneficial ownership as of December 31, 2020. As of the date of filing, the Reporting Person named above beneficially owned 22,933,587 shares of Common Stock, representing 25.2% of the outstanding Common Stock.

(1) Represents beneficial ownership as of December 31, 2020. As of the date of filing, the Reporting Person named above beneficially owned 49,640,242 shares of Common Stock, representing 54.6% of the outstanding Common Stock.

(1) Represents beneficial ownership as of December 31, 2020. As of the date of filing, the Reporting Person named above beneficially owned 49,640,242 shares of Common Stock, representing 54.6% of the outstanding Common Stock.

(1) Represents beneficial ownership as of December 31, 2020. As of the date of filing, the Reporting Person named above beneficially owned 49,640,242 shares of Common Stock, representing 54.6% of the outstanding Common Stock.

(1) Represents beneficial ownership as of December 31, 2020. As of the date of filing, the Reporting Person named above beneficially owned 49,640,242 shares of Common Stock, representing 54.6% of the outstanding Common Stock.

(1) Represents beneficial ownership as of December 31, 2020. As of the date of filing, the Reporting Person named above beneficially owned 49,640,242 shares of Common Stock, representing 54.6% of the outstanding Common Stock.

(1) Represents beneficial ownership as of December 31, 2020. As of the date of filing, the Reporting Person named above beneficially owned 49,640,242 shares of Common Stock, representing 54.6% of the outstanding Common Stock.

(1) Represents beneficial ownership as of December 31, 2020. As of the date of filing, the Reporting Person named above beneficially owned 49,640,242 shares of Common Stock, representing 54.6% of the outstanding Common Stock.

STATEMENT ON SCHEDULE 13G

Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.01 per share (“Common Stock”), of Academy Sports and Outdoors, Inc. (the “Issuer”).

Item 1.

Academy Sports and Outdoors, Inc.

1800 North Mason Road, Katy, Texas 77449

Item 2.

KKR 2006 Allstar Blocker L.P. (“Allstar Blocker”)

Allstar Co-Invest Blocker L.P. (“Allstar Co-Invest”)

Allstar Co-Invest GP LLC (“Allstar Co-Invest GP”)

Allstar LLC

KKR 2006 Fund (Allstar) L.P. (“Allstar GP”)

KKR Associates 2006 AIV L.P. (“KKR Associates 2006”)

KKR 2006 AIV GP LLC (“KKR 2006 GP”)

KKR Group Partnership L.P. (“KKR Group Partnership”)

KKR Group Holdings Corp. (“KKR Group Holdings”)

KKR & Co. Inc. (“KKR & Co.”)

KKR Management LLP (“KKR Management”)

Henry R. Kravis

George R. Roberts

The principal business office for all persons filing (other than George R. Roberts) is:

c/o Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, NY 10001

The principal business office for George R. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

See Item 4 of each cover page.

Common Stock, par value $0.01 per share.

00402L107

Item 3.

Not applicable.

As of December 31, 2020, Allstar Blocker held 11,102,476 shares of Common Stock, or 12.3% of the outstanding shares of Common Stock, Allstar Co-Invest held 22,031,746 shares of Common Stock, or 24.5% of the outstanding shares of Common Stock, and Allstar LLC held 28,453,079 shares of Common Stock, or 31.6% of the outstanding shares of Common Stock, for an aggregate ownership of the Reporting Persons of 61,587,301 shares of Common Stock, or 68.5% of  the outstanding shares of Common Stock.  The outstanding shares of Common Stock as of December 31, 2020 is based on 89,913,905 shares of Common Stock outstanding as of December 3, 2020, as reported in the Quarterly Report on Form 10-Q, filed by the Issuer with the Securities and Exchange Commission on December 10, 2020.

As of the date of filing, Allstar Blocker held 8,948,754 shares of Common Stock, or 9.8% of the outstanding shares of Common Stock, Allstar Co-Invest held 17,757,901 shares of Common Stock, or 19.5% of the outstanding shares of Common Stock, and Allstar LLC held 22,933,587 shares of Common Stock, or 25.2% of the outstanding shares of Common Stock, for an aggregate ownership of the Reporting Persons of 49,640,242 shares of Common Stock, or 54.6% of  the outstanding shares of Common Stock.  The outstanding shares of Common Stock as of the date of filing is based on 90,936,907 shares of Common Stock outstanding as of January 2, 2021, as reported in the prospectus dated January 27, 2021, filed by the Issuer with the Securities and Exchange Commission on January 29, 2021.

Allstar Co-Invest GP (as the general partner of Allstar Co-Invest) may also be deemed to be the beneficial owner of securities held by Allstar Co-Invest.  Each of Allstar GP (as the managing member of Allstar LLC) and KKR Associates 2006 (as the general partner of Allstar GP) may also be deemed to be the beneficial owner of securities held by Allstar LLC.  Each of KKR 2006 GP (as the general partner of Allstar Blocker and KKR Associates 2006 and the sole member of Allstar Co-Invest GP); KKR Group Partnership (as the sole member of KKR 2006 GP); KKR Group Holdings (as the general partner of KKR Group Partnership); KKR & Co. (as the sole shareholder of KKR Group Holdings); and KKR Management (as the Series I preferred stockholder of KKR & Co.) may also be deemed to be the beneficial owner of the securities held by Allstar Blocker, Allstar Co-Invest and Allstar LLC.

Allstar Co-Invest GP, Allstar GP, KKR Associates 2006, KKR 2006 GP, KKR Group Partnership, KKR Group Holdings, KKR & Co. and KKR Management disclaim beneficial ownership of such securities.

As the founding partners of KKR Management, Messrs. Henry R. Kravis and George R. Roberts may be deemed to be the beneficial owner of the securities reported herein, but disclaim beneficial ownership of such securities.

See Item 4(a) above.

See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

SIGNATURES

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

EXHIBITS

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EXHIBIT 2

POWER OF ATTORNEY

Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

POWER OF ATTORNEY

Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

POWER OF ATTORNEY

Know all men by these presents that Robert H. Lewin does hereby make, constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

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