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Vista Outdoor Announces Public Filing of Form 10 Registration Statement

09/05/2023
  • Targets fourth quarter of calendar year 2023 for spin-off of Outdoor Products segment
  • Provides an update on the Outdoor Products company post-spin

Vista Outdoor Inc. (NYSE: VSTO), the parent company of 41 renowned brands that design, manufacture and market sporting and outdoor lifestyle products to consumers around the globe, today publicly filed its Form 10 registration statement with the Securities and Exchange Commission (SEC). The filing was made in connection with its previously announced plan to separate its Outdoor Products and Sporting Products segments into two independent, publicly traded companies. The company is on track to execute the plan in calendar 2023.

The Outdoor Products company will be a collective of category-defining brands that design and manufacture performance gear and precision technologies. The portfolio of brands, including CamelBak, Camp Chef, Bushnell, Bushnell Golf, Foresight Sports, Fox Racing, Bell, Giro and Simms Fishing, will be led by a consumer-first culture, consumer insights and analytics, deep channel relationships, operational expertise and shared financial resources. Outdoor Products will immediately be a leading provider of performance gear and precision technologies around the globe. Outdoor Products will serve consumers in a diverse and fast-growing set of categories, representing an estimated $15 billion domestic market in its core, with an estimated total global addressable market in excess of $100 billion.

Outdoor Products will be led by Eric Nyman, who began as CEO of the segment on Aug. 21, and a dedicated management team. Outdoor Products will be well-positioned to deliver sustainable and profitable growth to shareholders. Outdoor Products’ capital allocation strategy will prioritize organic growth and internal investment in new product development, marketing and expanded e-commerce and international sales, opportunistic share repurchases and strategic acquisitions of outdoor businesses in existing and adjacent spaces.

Gary McArthur will continue as interim CEO of Vista Outdoor until the completion of the spin-off. McArthur will focus on completing the separation of Vista Outdoor’s Sporting Products and Outdoor Products segments in calendar year 2023, in addition to overseeing Vista Outdoor’s corporate, administrative and financial reporting functions, risk management and stockholder engagement, and ensuring strategy cohesion and coordination across both segments. McArthur will continue serving on the board of directors of Vista Outdoor until the separation and will become the chair of the Outdoor Products company’s board of directors upon completion of the spinoff.

“Today’s filing is a critical step toward the creation of two market-leading, independent and highly focused companies,” McArthur said. “As the separation nears, our confidence in the future of both businesses continues to strengthen. Sporting Products — soon to be called The Kinetic Group — and Outdoor Products are well-positioned for continued growth and success as standalone, publicly traded companies.”

Post-spin, Vista Outdoor will be rebranded as The Kinetic Group, whose name, logo and NYSE ticker “HUNT” were announced on Aug. 10. Vista Outdoor will soon announce the name and branding of the new Outdoor Products company.

The Form 10 registration statement can be found at www.sec.gov under “Outdoor Products Spinco Inc.”

Morgan Stanley & Co LLC is acting as financial adviser and Cravath, Swaine & Moore LLP is acting as legal adviser to Vista Outdoor in connection with this process.

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. As Vista Outdoor announced in 2022, the company is separating its Outdoor Products and Sporting Products segments into two independent, publicly traded companies. For news and information, visit our website at www.vistaoutdoor.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: 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 Vista Outdoor; 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 separation of our Outdoor Products and Sporting Products segments, including that the process of exploring the transaction and potentially completing the transaction could disrupt or adversely affect the consolidated or separate businesses, results of operations and financial condition, that the transaction may not achieve some or all of any anticipated benefits with respect to either business and that the transaction may not be completed in accordance with our expected plans or anticipated timelines, or at all; impacts from the COVID-19 pandemic on Vista Outdoor’s operations, the operations of our customers and suppliers and general economic conditions; supplier capacity constraints, production or shipping disruptions or quality or price issues affecting our operating costs; the supply, availability and costs of raw materials and components; increases in commodity, energy, and production costs; seasonality and weather conditions; our ability to complete acquisitions, realize expected benefits from acquisitions and integrate acquired businesses; reductions in or unexpected changes in or our inability to accurately forecast demand for ammunition, accessories, or other outdoor sports and recreation products; 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 retail customers, including unexpected cancellations, delays, and other changes to purchase orders; our competitive environment; 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 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; changes in laws, rules and regulations relating to our business, such as federal and state ammunition regulations; risks associated with cybersecurity and other industrial and physical security threats; 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 COVID-19 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. You are cautioned not to place undue reliance on any forward-looking statements we make. 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 2022 and in the filings we make with Securities and Exchange Commission (the “SEC”) from time to time. We undertake no obligation to update any forward-looking statements, except as otherwise required by law.

Investor Contact:
Tyler Lindwall
Phone: 612-704-0147
E-mail: investor.relations@vistaoutdoor.com

Media Contact:
Fred Ferguson
Phone: 571-457-9082
E-mail: media.relations@vistaoutdoor.com

Source: Vista Outdoor Inc.

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