3. Pending Acquisition On October 29, 2018, through our wholly-owned subsidiary, Hibbett Sporting Goods, Inc., we entered into a Membership Interest and Warrant Purchase Agreement (Purchase Agreement) with City Gear, LLC, a Tennessee limited liability company (City Gear), the members and warrant holders of City Gear named in the Purchase Agreement (collectively, the Sellers), and Jeffrey B. Presley and Harbert Mezzanine Partners II SBIC, L.P. (in their collective capacity as Sellers Representative). Under the Purchase Agreement, which was unanimously approved by our Board of Directors, we agreed to acquire all of the outstanding warrants and equity interests, other than certain preferred membership interests, of City Gear, a privately held city specialty retailer. The initial purchase price is $88.0 million (Purchase Price) in cash payable at the closing of the transaction (Closing), subject to customary adjustments for City Gears cash on hand and net working capital as of the Closing date. The Purchase Agreement provides that a portion of the Purchase Price will be used at Closing to pay off and redeem the outstanding preferred membership interests in City Gear as well as certain other outstanding indebtedness. In addition, the aggregate consideration payable to the Sellers in connection with the transaction also includes two contingent payments based on City Gears achievement of certain EBITDA (as defined in the Purchase Agreement) thresholds for the 52-week periods ended February 1, 2020 and January 30, 2021, respectively. The aggregate amount of both contingent payments, if any, will not exceed $25.0 million. With over 130 stores, the acquisition provides us with substantially greater scale in the athletic specialty market and is an extension of our strategy to provide high demand, branded products to underserved markets. We expect to incur approximately $5.0 million in acquisition-related expenses through Fiscal 2019, excluding acquisition-related interest expense, of which approximately $1.5 million in non-recurring expenses was incurred and recorded in store operating, selling and administrative expenses for the thirteen weeks ended November 3, 2018. See Note 11, Subsequent Events .