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Vista Outdoor Enters Into Definitive Agreement To Sell Sporting Products Business

Anoka, MN – Vista Outdoor Inc., the parent company of 41 renowned brands that design, manufacture and market sporting and outdoor products to consumers around the globe, announced a definitive agreement to sell its Sporting Products business to Czechoslovak Group a.s. (“CSG”) for an enterprise value of $1.91 billion in an all-cash transaction subject to customary closing conditions. This transaction represents the next step in Vista Outdoor’s plan to split the company into separate entities, which was previously announced on May 5, 2022.

CSG is a leading industrial technology holding company, operating within five strategic business segments, including defense, aerospace, ammunition, mobility and business. CSG is 100% owned and led by Michal Strnad, who has transformed it into a leading Czech industrial group with a strong international footprint. CSG employs more than 10,000 people worldwide and it owns and manages a diverse portfolio of industrial and trade companies across the defense and civil sectors.

“This is an important strategic step for our company in creating value through separating our Outdoor Products and Sporting Products segments,” said Gary McArthur, interim CEO of Vista Outdoor. “The previously announced plan to separate our businesses has positioned us to execute seamlessly on this transaction, which we believe is the best path to maximize value for our stockholders, while better positioning Sporting Products and Outdoor Products for future success.”

“We are confident that CSG is a great home for our leading ammunition brands,” said Jason Vanderbrink, CEO of Sporting Products. “The company is fully committed to our iconic American brands and expanding our legacy of U.S. manufacturing, support for military and law enforcement customers, and investments in conservation and our hunting and shooting heritage. We are excited to work closely with the CSG team as we enter this next phase and position our brands for long-term success.”

Added Michal Strnad, CEO of CSG, “Jason and the Sporting Products leadership team have a strong heritage of delivering high quality products, and we are pleased to welcome them to the CSG family of companies as we partner to support their next chapter. We look forward to building on the company’s success in delivering innovative, quality products and are confident in the long-term value we can create together. We are committed to expanding their legacy of U.S. manufacturing and providing resources to accelerate their growth.”

Transaction Details

The transaction values the Sporting Products business at an enterprise value of $1.91 billion, on a cash-free, debt-free basis with a normalized level of working capital, and is supported by $1.11 billion of fully committed debt financing with the remaining amount funded by CSG. The valuation is approximately 5x enterprise value to Sporting Products FY24 EBITDA, including estimated standalone costs. To effect the transaction, Vista Outdoor will separate its Outdoor Products business from its Sporting Products business, and CSG will merge one of its subsidiaries with Vista Outdoor (holding only the Sporting Products business), with current public stockholders of Vista Outdoor receiving shares of Outdoor Products (recently rebranded as Revelyst) and approximately $750 million in cash in the aggregate. This will be treated as a taxable sale of a stockholder’s Vista Outdoor shares for the Outdoor Products shares and cash consideration they receive in the merger, allowing stockholders to recover tax basis and recognize built-in gain and loss in their Vista Outdoor shares. Relative to a divestiture of Sporting Products as an asset sale, this structure has corporate level tax of approximately $50 million versus approximately $380 million for a divestiture as an asset sale and allows for the tax-efficient return of cash to stockholders.

The transaction is expected to close in calendar year 2024, subject to approval of our stockholders, receipt of necessary regulatory approvals and other customary closing conditions.

Upon closing, Vanderbrink will remain CEO of the Sporting Products business and the U.S. headquarters will remain in Anoka, Minnesota. In connection with the transaction, the company’s approximately 4,000 employees who represent four factories and the consumer brands CCI, Federal, HEVI-Shot, Remington and Speer will continue their heritage of community and conservation support through local and national organizations.

Outdoor Products

Upon completion of the sale of the Sporting Products business to CSG, Vista Outdoor’s Outdoor Products business will become Revelyst, Inc. (“Revelyst”), an independent publicly traded company trading on the New York Stock Exchange under the ticker “GEAR.” Revelyst will leverage meticulous craftsmanship and cross-collaboration across its portfolio of category-defining brands. Brands include Fox, Bell, Giro, CamelBak, Camp Chef, Bushnell, Simms Fishing, Foresight Sports, Bushnell Golf and more. Eric Nyman will continue as CEO of Outdoor Products and become the CEO of Revelyst upon transaction close.

Leadership Update

Joining Vanderbrink on the leadership team at Sporting Products will be Al Kerfeld, CFO; Jeff Ehrich, General Counsel and Corporate Secretary; and Mark Kowalski, Controller and Chief Accounting Officer. Andy Keegan, currently vice president and interim CFO of Vista Outdoor, plans to join Revelyst as CFO.

Preview of Q2 2024 Financial Results and Guidance Update

Vista Outdoor is providing a preview of its earnings results for the second quarter of Fiscal Year 2024 (FY24). The company will announce its full second-quarter earnings results on November 2, 2023.

For the three months ended September 24, 2023, segment results versus the three months ended September 25, 2022:

Sporting Products

  • Sales are expected to be between $347 million and $352 million, a decrease driven by a challenging economic environment for consumers and market normalization which resulted in pressures across multiple categories.
  • Operating income is expected to be in the range of $91 million to $95 million.

Outdoor Products

  • Sales are expected to decrease to a range of $325 million to $330 million. The decline was driven by decreased buying across all business units as channel partners continue to be cautious with purchasing due to inventory levels and as consumers are pressured by high interest rates and other short-term factors, partially offset by inorganic sales contribution.
  • Operating income is expected to be in the range of $11 million to $15 million as retailers continue promotional pricing to move through inventory resulting in lower sales and bottom-line pressure.

These preliminary results for Q2 2024 are an estimate, based on information available to management as of the date of this release, and are subject to further changes upon completion of the Company’s quarter-end procedures. Vista Outdoor’s preliminary financial results should not be viewed as a substitute for full audited or reviewed financial statements prepared in accordance with U.S. GAAP, and undue reliance should not be placed on these preliminary financial results. Vista Outdoor’s independent registered public accounting firm has not completed review procedures on the preliminary financial results included in this press release or expressed any opinion or other form of assurance on such preliminary financial results. In addition, items or events may be identified or occur after the date of this press release due to the completion of operational and financial closing procedures, final review adjustments and other developments that may require Vista Outdoor to make material adjustments to the preliminary financial results included in this press release.

Outlook for Fiscal Year 2024

Due to our second quarter preliminary results, an increasingly challenging economic environment for consumers with higher interest rates expected for longer, and other short-term factors, the company is lowering full-year FY24 guidance and expects the following:

  • Sales of $2.725 billion to $2.825 billion
    • Sporting Products sales of $1.450 billion to $1.500 billion
    • Outdoor Products sales of $1.275 billion to $1.325 billion
  • Adjusted EBITDA margins between 15.50% and 16.25%
    • Sporting Products EBITDA Margin Range of 26.50% to 27.50%
    • Outdoor Products EBITDA Margin Range of 7.75% to 8.25%
  • EPS between $3.37 and $3.77 and Adjusted EPS between $3.65 and $4.05
  • Effective tax rate of approximately 19.5%
  • Interest expense in the range of $55 million to $65 million

Conference Call and Webcast Information

Vista Outdoor will hold a conference call to discuss the transaction and its preliminary second quarter FY24 results beginning at 9 a.m. ET. on October 16, 2023. The conference call will be accessible through a live webcast. Interested investors and other individuals can access the webcast and view and/or download the press releases via Vista Outdoor’s website (vistaoutdoor.com). Choose “Investors” then “Events and Presentations.” For those who cannot participate in the live webcast, a telephone recording of the conference call will be available until October 30, 2023. The telephone number is (866) 813-9403, and the confirmation code is 237970.

Investor Day Update

In connection with today’s announcement, Vista Outdoor will postpone its Investor Day, previously scheduled for October 19, 2023, in New York City. The company will provide an update regarding a rescheduled Investor Day closer to the closing of the transaction.

Advisers

Morgan Stanley & Co. LLC is acting as sole financial adviser to Vista Outdoor and Cravath, Swaine & Moore LLP is acting as legal adviser to Vista Outdoor. Moelis & Company LLC is acting as sole financial adviser to the independent directors of Vista Outdoor and Gibson, Dunn & Crutcher LLP is acting as legal adviser to the independent directors of Vista Outdoor.

J.P. Morgan is acting as sole financial adviser to Czechoslovak Group, as well as leading and structuring the acquisition financing, with Clifford Chance LLP acting as legal adviser.

About Vista Outdoor Inc.

Vista Outdoor (NYSE: VSTO) is the parent company of more than three dozen renowned brands that design, manufacture and market sporting and outdoor products. Brands include Bushnell, CamelBak, Bushnell Golf, Foresight Sports, Fox Racing, Bell Helmets, Camp Chef, Giro, Simms Fishing, QuietKat, Stone Glacier, Federal Ammunition, Remington Ammunition and more. Our reporting segments, Outdoor Products and Sporting Products, provide consumers with a wide range of performance-driven, high-quality and innovative outdoor and sporting products. For news and information, visit our website at www.VistaOutdoor.com.

About Czechoslovak Group a.s.

Czechoslovak Group (CSG) is an international industrial technology holding company building on the tradition of the Czech and Slovak industry, owned by Michal Strnad. CSG supports the development of Czech and Slovak companies engaged in defense and civil industrial production and trade. More than 10,000 people are employed by CSG companies and affiliates. In 2022, the holding’s consolidated revenues reached 25 billion CZK. CSG operates across five strategic business segments covering aerospace, ammunition, defense, mobility and business projects. CSG’s products can be found on all continents thanks to the holding company’s strong pro-export orientation, and the number of its customers continues to grow.

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