Vista Outdoor Inc. (NYSE:VSTO) Files An 8-K Entry into a Material Definitive Agreement

Vista Outdoor Inc. (NYSE:VSTO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

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Entry into a Material Definitive Agreement.

On July 2, 2018, Vista Outdoor Inc. ("Vista"), through certain of its subsidiaries (collectively, the “Sellers”), entered into a definitive agreement (the "Stock Purchase Agreement") to sell the legal entities operating its Bollé, Cébé and Serengeti brands to Antelope Brands Bidco Inc., a legal entity controlled by a significant private equity fund based in Europe (collectively, the "Buyers").Under the terms of the Stock Purchase Agreement, the Buyers will pay a purchase price of $158 million in cash, subject to customary working capital and transaction adjustments, to acquire all of the issued and outstanding equity interests of Bolle Inc., Serengeti Eyewear, Inc., and Bushnell Outdoor Products Japan Limited, each a subsidiary of Vista (the "Transaction"). The Transaction is expected to close within approximately 30 to 45 days, subject to customary closing conditions, including certain other closing deliverables specified in the Stock Purchase Agreement. At the closing of the Transaction, $3 million of the purchase price will be placed in escrow to secure payment of any post-closing adjustments to the purchase price.

to the terms of the Stock Purchase Agreement, at the closing of the Transaction, the Buyers and the Sellers will enter into a transition services agreement, to which transition services will be provided.

The Stock Purchase Agreement contains customary representations, warranties and covenants from the parties (including certain limited non-competition and non-solicitation provisions applicable to the Sellers). The Stock Purchase Agreement also provides for certain indemnification rights following the closing of the Transaction that are customary for a transaction of this nature, subject to certain limitations set forth in the Stock Purchase Agreement.

The representations and warranties contained in the Stock Purchase Agreement were made only for purposes of the Stock Purchase Agreement and as of the specific dates; were solely for the benefit of the parties to the Stock Purchase Agreement; may be subject to limitations agreed upon by the parties, including being qualified by disclosures made for the purposes of allocating contractual risk between the parties to the Stock Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations and warranties or any description thereof as characterizations of an actual state of facts or condition of any of the parties to the Stock Purchase Agreement or any of their subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Stock Purchase Agreement, which information may or may not be fully reflected in public disclosures.

The foregoing summary of the Stock Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein.

Item 1.01.

Regulation FD Disclosure.

On July 9, 2018, Vista issued a press release announcing the Transaction, a copy of which is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

Item 1.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit

No.

Description

2.1

Stock Purchase Agreement, dated as of July 2, 2018, by and among Bushnell Inc., Bushnell Performance Optics Asia Limited, Bolle Inc., Serengeti Eyewear, Inc., Bushnell Outdoor Products Japan Limited, Antelope Brands Bidco Inc., and Vista Outdoor Inc. (solely for purposes of Section 11.18 thereof).

99.1

Press release of Vista Outdoor Inc. dated July 9, 2018.


Vista Outdoor Inc. Exhibit
EX-2.1 2 eyewearspa.htm EXHIBIT 2.1 Exhibit STOCK PURCHASE AGREEMENT BY AND AMONG BUSHNELL INC. &BUSHNELL PERFORMANCE OPTICS ASIA LIMITEDtogether,…
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About Vista Outdoor Inc. (NYSE:VSTO)

Vista Outdoor Inc. is a designer, manufacturer and marketer of consumer products in the outdoor sports and recreation markets. The Company operates through two segments: Shooting Sports and Outdoor Products. Its Shooting Sports segment designs, develops, produces and sources ammunition and firearms for the hunting and sport shooting enthusiast markets, as well as ammunition for local law enforcement, the United States Government and international markets. Its Outdoor Products segment product lines include archery/hunting accessories, global eyewear and sport protection, golf, hydration products, optics, shooting accessories, tactical products and water sports. The Company serves the outdoor sports and recreation markets through a diverse portfolio of over 40 brands. It serves a range of end consumers, including outdoor enthusiasts, hunters and recreational shooters, athletes, as well as law enforcement and military professionals. It offers cooking solutions through Camp Chef brand.

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