2/1/2024

speaker
Operator
Conference Operator

Thank you, operator.

speaker
Unknown
Vista Outdoor Moderator

A good morning to everyone joining us for our third quarter fiscal year 2024 earnings call. With me this morning is Jason Vanderbrink, co-CEO of Vista Outdoor and CEO of the Kinetic Group. Eric Nyman, co-CEO of Vista Outdoor and CEO of RebelList. and Andy Keegan, Chief Financial Officer, Vista Outdoor. Before we begin, I'd like to remind everybody that during today's call, we will be making several forward-looking statements reflecting future events and their potential effect on our operating and financial performance. We make these statements under the safe harbor provisions of the Private Securities Litigation Reform Act. These forward-looking statements reflect our best estimates and assumptions based on our understanding of information known to us today and we are under no obligation to provide updates to these forward-looking statements. These forward-looking statements are subject to the risks and uncertainties that face Vista Outdoor and the industries in which we operate, and actual results may differ materially from these forward-looking statements. We encourage you to review today's press release and Vista Outdoor's SEC filings for more information on these risks, factors, and uncertainties. Please also note that we have posted presentation materials on our website at which supplement our comments this morning and include reconciliations of non-GAAP financial measures. Andy, I'll turn it over to you.

speaker
Andy Keegan
Chief Financial Officer, Vista Outdoor

Good morning, and thank you all for joining us today as we discuss our fiscal year 2024 third quarter results. Before Jason and Eric provide you with an update on the Kinetic Group and Revelist, I wanted to take a few minutes to provide an update on the status of the previously announced agreement to sell the Kinetic Group to Czechoslovak Group or CSG. I am pleased to report that the transaction process is progressing well and is on track. We have recently made large strides on the regulatory approval front, including the following. One, HSR Act or antitrust notification was filed on November 9th, 2023. On December 11th, 2023, the waiting period under the HSR Act expired. The United Kingdom National Security and Investment Act of 2021 notification was filed by CSG on November 10th, 2023. On November 20th, 2023, the notification was accepted, and on January 5th, 2024, the transaction was approved. And three, CSG and Vista Outdoor filed a joint notice with the Committee on Foreign Investment in the United States, or CFIUS, with respect to the transaction which was accepted on December 28, 2023. The transaction is currently being reviewed by CFIUS, and our team is working with CFIUS to obtain its clearance. As a reminder, under the merger agreement, CSG has committed to take all actions necessary or advisable to obtain the necessary regulatory approvals and to pay a termination fee equal to $114.6 million if the transaction does not close due to a failure to obtain the required regulatory approvals. In addition to regulatory approvals I've noted, the transaction is subject to the approval of our stockholders and other customary closing conditions. With our S-4 proxy filed on January 16, 2024, we expect to hold our stockholder vote in the second quarter of calendar year 2024. If the regulatory approvals are complete by the time of the stockholder goal, which cannot be assured, we expect the transaction to close shortly thereafter. We reaffirm our confident belief that the transaction will deliver meaningful value for our stockholders and is the best strategic alternative for maximizing value because, among other reasons, the expected payment of approximately $750 million of cash consideration, or $12.90 per share, locks in certainty of value for our stockholders in the near term. Please reference the presentation materials for additional details regarding the tax treatment of Vista Outdoor shares at closing. Long term, we expect the separation to jumpstart our compelling vision for Revolus by capitalizing its balance sheet with cash to accelerate its capital allocation strategy. We believe Revolus will be well positioned to hit the ground running as a successful independent company. Now, I'll turn it over to Eric to provide an update on Revelist for the quarter. Eric?

Disclaimer

This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.

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