SVP’s Acquisition of Vista Outdoor’s Revelyst
Segment for $1.125 Billion Expected to Bring New Opportunities
through Significant Investment and Expanded Resources
Contingent Upon Close of Vista Outdoor’s
Transaction with CSG, Which is Pending Stockholder Approval
Revelyst, a collective of world-class maker brands that design
and manufacture performance gear and precision technologies and a
segment of Vista Outdoor Inc. (NYSE: VSTO), and Strategic Value
Partners, LLC, (together with its affiliates, “SVP” or the “firm”),
a global alternative investment firm with approximately $19 billion
of assets under management, today announced that they have entered
into an agreement under which SVP-managed funds will acquire
Revelyst in an all-cash transaction based on an enterprise value of
$1.125 billion. The transaction is expected to close by January
2025, subject to the completion of the $2.225 billion CSG
Transaction (separate press release), as well as the receipt of
necessary regulatory approvals and other customary closing
conditions.
Revelyst’s world-renowned, category-defining maker brands are
known for their meticulous craftsmanship and steadfast obsession
with creating products and technologies that support consumers in a
wide range of pursuits. The company’s purpose is to harness this
collective expertise and cross-collaboration to pursue new
innovations that redefine what is humanly possible in the outdoors.
Revelyst’s power brands include Foresight Sports, Bushnell Golf,
Fox, Bell, Giro, CamelBak, Bushnell and Simms Fishing.
After consolidating its real estate footprint in the past year,
Revelyst operates three platforms: Revelyst Adventure Sports in
Irvine, Calif.; Revelyst Outdoor Performance in Bozeman, Mont.; and
Revelyst Precision Sports Technology in San Diego. That
consolidation was part of the company’s ongoing GEAR Up
transformation initiative in which Revelyst is working to unlock
its potential by directing resources to better meet consumer
demand, synergizing and prioritizing strength in supply chain and
doubling down on the equity and innovation of the company’s
industry-leading brands.
The acquisition by SVP will position Revelyst to continue to
capitalize on the increasing demand for outdoor activities and gear
by leveraging Revelyst’s strong market presence and ability to
drive long-term growth and profitability. The strategic partnership
is expected to allow Revelyst to unlock new opportunities and
propel margin expansion across its integrated international house
of brands.
David Geenberg, Head of North American Corporate Investments at
SVP, said, “We look forward to working with Eric Nyman and the rest
of the team leading this world-class outdoor gear and technology
business. For almost a year, we closely followed Revelyst’s
progress with this complex transaction. During that time, Revelyst
has gained share through a difficult period for consumer spending
thanks to the strength of its leadership, its employees and efforts
like GEAR UP. With this investment, we plan to put SVP’s full
operating resources and network behind Revelyst to help accelerate
the success of this market leader.”
“We are excited to partner with SVP and believe this acquisition
is a positive step for Revelyst’s future,” said Revelyst CEO Eric
Nyman. “As I reflect on the last year, I am incredibly appreciative
of our management team, our employees and our maker community for
getting us here. We couldn’t have done this without everyone’s
contribution. I believe the best is yet to come for Revelyst and
for our customers, suppliers and retail partners. This partnership
with SVP is going to make us a stronger company and afford us more
opportunities to innovate and deliver top-tier products to outdoor
enthusiasts while enhancing our market leadership in the outdoor
recreation industry.”
Goldman Sachs & Co. LLC is acting as sole financial adviser
to SVP and Paul, Weiss, Rifkind, Wharton & Garrison LLP is
providing legal counsel.
About Revelyst Revelyst, a segment of Vista Outdoor Inc.
(NYSE: VSTO), is a collective of world-class maker brands that
design and manufacture performance gear and precision technologies.
Our category-defining brands leverage meticulous craftsmanship and
cross-collaboration to pursue new innovations that redefine what is
humanly possible in the outdoors. Portfolio brands include
Foresight Sports, Bushnell Golf, Fox, Bell, Giro, CamelBak,
Bushnell, Simms Fishing and more. For more information, visit our
website at www.revelyst.com.
About SVP SVP is a global alternative investment firm
that focuses on special situations, private equity, opportunistic
credit and financing opportunities. The firm uses a combination of
sourcing, financial and operational expertise to unlock value in
its portfolio companies. Today SVP manages approximately $19
billion in assets under management, and since inception, has
invested more than $48 billion of capital, including more than $18
billion in Europe. The firm, established by Victor Khosla in 2001,
has over 200 employees, including more than 100 investment
professionals, across its main offices in Greenwich (CT) and
London, and a presence in Tokyo. Learn more at
www.svpglobal.com.
Forward-Looking Statements
Some of the statements made and information contained in this
press release, excluding historical information, are
“forward-looking statements,” including those that discuss, among
other things: Revelyst’s (“Revelyst”, “we”, “us” or “our”) plans,
objectives, expectations, intentions, strategies, goals, outlook or
other non-historical matters; projections with respect to future
revenues, income, earnings per share or other financial measures
for Revelyst; and the assumptions that underlie these matters. The
words “believe,” “expect,” “anticipate,” “intend,” “aim,” “should”
and similar expressions are intended to identify such
forward-looking statements. To the extent that any such information
is forward-looking, it is intended to fit within the safe harbor
for forward-looking information provided by the Private Securities
Litigation Reform Act of 1995.
Numerous risks, uncertainties and other factors could cause our
actual results to differ materially from the expectations described
in such forward-looking statements, including the following: risks
related to the previously announced transaction among Vista
Outdoor, Revelyst, Inc., CSG Elevate II Inc., CSG Elevate III Inc.
and CZECHOSLOVAK GROUP a.s. (the “CSG Transaction”) and risks
related to the transaction among Vista Outdoor, Revelyst, Olibre
LLC and Cabin Ridge, Inc. (the “Revelyst Transaction”) including
(i) the failure to receive, on a timely basis or otherwise, the
required approval of the CSG Transaction by Vista Outdoor’s
stockholders, (ii) the possibility that any or all of the various
conditions to the consummation of the CSG Transaction or the
Revelyst Transaction may not be satisfied or waived, including the
failure to receive any required regulatory approvals from any
applicable governmental entities (or any conditions, limitations or
restrictions placed on such approvals), (iii) the possibility that
competing offers or acquisition proposals may be made, (iv) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement relating to
the CSG Transaction or the Revelyst Transaction, including in
circumstances which would require Vista Outdoor or Revelyst, as
applicable, to pay a termination fee, (v) the effect of the
announcement or pendency of the CSG Transaction or the Revelyst
Transaction on and Vista Outdoor’s ability to attract, motivate or
retain key executives and employees, our ability to maintain
relationships with our customers, vendors, service providers and
others with whom we do business, or our operating results and
business generally, (vi) risks related to the CSG Transaction or
the Revelyst Transaction diverting management’s attention from our
ongoing business operations and (vii) that the CSG Transaction or
the Revelyst Transaction may not achieve some or all of any
anticipated benefits with respect to either business segment and
that the CSG Transaction or the Revelyst Transaction may not be
completed in accordance with our expected plans or anticipated
timelines, or at all;; impacts from the COVID-19 pandemic on our
operations, the operations of our customers and suppliers and
general economic conditions; our ability to successfully implement
the acquisition component of Revelyst’s strategic leverage
strategy, particularly if Revelyst is unable to raise the capital
necessary to finance acquisitions; our ability to make the changes
necessary to operate as an independent, publicly traded company;
supplier capacity constraints, supplier production disruptions,
supplier quality issues; the supply, availability and costs of raw
materials and components; increases in commodity, energy, and
production costs; seasonality and weather conditions; the impacts
of climate change on our supply chain, product costs and consumer
behavior; reductions in or unexpected changes in or our inability
to accurately forecast demand for ammunition, accessories, or other
outdoor sports and recreation products; impairment related to our
goodwill and intangible assets could negatively impact our results
of operations and parent company equity; disruption in the service
or significant increase in the cost of our primary delivery and
shipping services for our products and components or a significant
disruption at shipping ports; risks associated with diversification
into new international and commercial markets, including regulatory
compliance; our ability to take advantage of growth opportunities
in international and commercial markets; our ability to obtain and
maintain licenses to third-party technology; our ability to attract
and retain key personnel; disruptions caused by catastrophic
events; risks associated with our sales to significant retailers
and distributors, including unexpected cancellations, delays,
changes to purchase orders; insolvency or credit problems; our
competitive environment; risk associated with retailer or
distributor insolvency, credit problems or other financial
difficulties; our ability to adapt our products to changes in
technology, the marketplace and customer preferences, including our
ability to respond to shifting preferences of the end consumer from
brick and mortar retail to online retail; our ability to expand our
e-commerce business; our ability to maintain and enhance brand
recognition and reputation; others’ use of social media to
disseminate negative commentary about us, our products, and
boycotts; the outcome of contingencies, including with respect to
litigation and other proceedings relating to intellectual property,
product liability, warranty liability, personal injury, and
environmental remediation; our ability to comply with extensive
federal, state and international laws, rules and regulations and
any changes thereto, including the expectations with respect to
climate change and other Environmental, Social and Governance
matters and the additional cost associated therewith; risks
associated with cybersecurity and other industrial and physical
security threats; failure to comply with data privacy and security
laws and regulations; interest rate risk; changes in the current
tariff structures; changes in tax rules or pronouncements; capital
market volatility and the availability of financing; foreign
currency exchange rates and fluctuations in those rates; general
economic and business conditions in the United States and our
markets outside the United States, including as a result of the war
in Ukraine and the imposition of sanctions on Russia, the conflict
in the Gaza strip, the COVID-19 pandemic or another pandemic,
conditions affecting employment levels, consumer confidence and
spending, conditions in the retail environment, and other economic
conditions affecting demand for our products and the financial
health of our customers; and risks relating to the market for
Revelyst common stock.
You are cautioned not to place undue reliance on any
forward-looking statements we make, which are based only on
information currently available to us and speak only as of the date
hereof. A more detailed description of risk factors that may affect
our operating results can be found in Part 1, Item 1A, Risk
Factors, of our Annual Report on Form 10-K for fiscal year 2024,
and in the filings we make with the SEC from time to time. We
undertake no obligation to update any forward-looking statements,
except as otherwise required by law.
No Offer or Solicitation
This communication is neither an offer to sell, nor a
solicitation of an offer to buy any securities, the solicitation of
any vote, consent or approval in any jurisdiction pursuant to or in
connection with the CSG Transaction or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, and otherwise
in accordance with applicable law.
Additional Information and Where to Find
It
These materials may be deemed to be solicitation material in
respect of the CSG Transaction. In connection with the CSG
Transaction, Revelyst, a subsidiary of Vista Outdoor, filed with
the SEC on January 16, 2024 a registration statement on Form S-4 in
connection with the proposed issuance of shares of common stock of
Revelyst to Vista Outdoor stockholders pursuant to the CSG
Transaction, which Form S-4 includes a proxy statement of Vista
Outdoor that also constitutes a prospectus of Revelyst (the “proxy
statement/prospectus”). INVESTORS AND STOCKHOLDERS ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT/PROSPECTUS AND ANY AMENDMENTS AND SUPPLEMENTS THERETO,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE CSG
TRANSACTION, THE REVELYST TRANSACTION AND THE PARTIES TO EACH
TRANSACTION. The registration statement was declared effective by
the SEC on March 22, 2024, and the definitive proxy
statement/prospectus was mailed to each Vista Outdoor stockholder
entitled to vote at the meeting relating to the approval of the CSG
Transaction. Investors and stockholders may obtain the proxy
statement/prospectus and any other documents free of charge through
the SEC’s website at www.sec.gov.
Participants in Solicitation
Vista Outdoor, Revelyst, CSG Elevate II Inc., CSG Elevate III
Inc. and CZECHOSLOVAK GROUP a.s. and their respective directors,
executive officers and certain other members of management and
employees, under SEC rules, may be deemed to be “participants” in
the solicitation of proxies from our stockholders in respect of the
CSG Transaction. Information about our directors and executive
officers is set forth in our Form 10-K/A, which was filed with the
SEC on July 29, 2024. These documents are available free of charge
through the SEC’s website at www.sec.gov. Additional information
regarding the interests of potential participants in the
solicitation of proxies in connection with the CSG Transaction,
which may, in some cases, be different than those of our
stockholders generally, is also included in the proxy
statement/prospectus relating to the CSG Transaction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241004730435/en/
Revelyst Contacts
Investor Contact: Tyler Lindwall Phone: 612-704-0147 Email:
investor.relations@vistaoutdoor.com
Media Contact: Eric Smith Phone: 720-772-0877 Email:
media.relations@revelyst.com
SVP Contact
Todd Fogarty Kekst CNC Phone: 917-992-1170 Email:
todd.fogarty@kekstcnc.com
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