GATES CAPITAL MANAGEMENT INTENDS TO VOTE AGAINST THE CURRENT CSG PROPOSAL

Rhea-AI Summary

Gates Capital Management, owning 9.6% of Vista Outdoor Inc. (NYSE: VSTO), has announced its intention to vote AGAINST the proposed sale of The Kinetic Group to Czechoslovak Group a.s. (CSG). This decision aligns with the recommendation of Institutional Shareholder Services (ISS), which suggests that selling both The Kinetic Group and Revelyst in an all-cash transaction would be the best outcome for shareholders.

Gates Capital highlights that a private equity firm has recently offered $1.1 billion in cash for Revelyst, but this offer would not be available after the CSG transaction closes. The current CSG proposal is viewed as unfavorable as it would prevent the potential sale of Revelyst and expose shareholders to execution risks associated with a standalone Revelyst. Gates Capital encourages Vista to negotiate an all-cash offer for the entire company to benefit all shareholders.

Positive

• A private equity firm has offered $1.1 billion in cash for Revelyst
• ISS recommends voting against the CSG proposal, supporting a potential better deal for shareholders

Negative

• The current CSG proposal delivers the least amount of cash to existing Vista shareholders
• The CSG proposal exposes shareholders to execution risks associated with a standalone, sub-scale Revelyst
• The CSG deal would eliminate the possibility of selling Revelyst to the interested private equity firm

Insights

Financial Analyst

The news of Gates Capital Management's intention to vote against the CSG proposal for Vista Outdoor is highly impactful for investors. This development could significantly alter the company's strategic direction and valuation.

Key points to consider:

• Gates Capital owns a substantial 9.6% stake in Vista, giving their opposition considerable weight.
• They're advocating for an all-cash transaction for the entire company, which could potentially offer more immediate value to shareholders.
• The current CSG proposal to sell only The Kinetic Group is viewed as suboptimal, potentially limiting future opportunities to sell Revelyst.
• A private equity firm has reportedly offered $1.1 billion in cash for Revelyst, but this offer may expire if the CSG deal proceeds.

This situation creates uncertainty around Vista's future structure and valuation. Investors should closely monitor upcoming shareholder votes and any revised offers. The outcome could significantly impact Vista's stock price in the short term and its long-term strategic positioning.

Market Research Analyst

This development highlights a important debate in corporate strategy: whether to partially divest or pursue a full company sale. The market implications are significant:

• Vista's stock may experience increased volatility as investors speculate on potential outcomes.
• The possibility of an all-cash offer for the entire company could drive the stock price higher in anticipation of a premium.
• However, if the current CSG proposal proceeds against major shareholder wishes, it could lead to a stock sell-off.

Investors should consider the broader industry context. The outdoor recreation and shooting sports markets have been dynamic, influenced by changing consumer behaviors and regulatory environments. A full sale could potentially unlock more value if a buyer sees synergies or growth opportunities that the market hasn't fully priced in. Conversely, the partial sale strategy might be aimed at focusing on higher-growth segments, which could be beneficial if executed well. The market's reaction will likely depend on which strategy is perceived to offer the best long-term value creation potential.

Remains Committed to Supporting the Best Outcome for All Vista Shareholders

 Encourages Vista to Negotiate an All-Cash Transaction for the Entire Company Given Fully-Taxable Nature of CSG Proposal as well as the Execution Risk in Achieving Revelyst Projections and the Reduced Scale of the Remaining Revelyst

NEW YORK, Sept. 24, 2024 /PRNewswire/ -- Gates Capital Management, Inc. ("Gates Capital Management" or "we"), an event-driven alternative asset manager that beneficially owns 5,589,041 shares of common stock, or approximately 9.6%, of Vista Outdoor, Inc. ("Vista" or the "Company") (NYSE: VSTO), today issued a statement encouraging Vista to finalize negotiations for an all-cash offer for the Company and reiterating its intention to vote AGAINST the proposed sale of The Kinetic Group to the Czechoslovak Group a.s. ("CSG").

The full statement follows:

On Friday, September 20, 2024, leading independent proxy advisory firm Institutional Shareholder Services ("ISS") recommended that shareholders vote AGAINST the latest CSG proposal.  We agree with the ISS recommendation and support its view that the best outcome for shareholders would be attained by selling both The Kinetic Group and Revelyst in a revised all-cash transaction.

Recent public disclosures indicate that a private equity firm has recently offered $1.1 billion in cash for Revelyst, but that such a transaction would need to take place sooner rather than later since the firm would not have any interest in purchasing Revelyst after the closing of the currently proposed CSG transaction.  We strongly believe that the currently proposed transaction with CSG to sell only The Kinetic Group is not in the best interest of shareholders as it would eliminate the possibility of subsequently selling Revelyst to this private equity firm.  For this reason, we see no reason to support any transaction that doesn't include a comprehensive sale of the entire Company. 

As shown in the chart below, the current CSG proposal delivers the least amount of cash to existing Vista shareholders and is the only proposal that exposes Vista shareholders to the execution risks associated with a standalone, sub-scale, publicly traded Revelyst.

Accordingly, we encourage Vista to finalize negotiations for an all-cash offer for the Company for the benefit of all Vista shareholders.

About Gates Capital Management

Gates Capital Management is an event-driven alternative asset manager for institutional and private clients globally. Gates Capital was founded in 1996 and today has more than $2 billion in assets under management.  Further information is available at www.gatescap.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person. The information herein contains "forward-looking statements". Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct or that any of the objectives, plans or goals stated herein will ultimately be undertaken or achieved. If one or more of such risks or uncertainties materialize, or if Gates Capital Management, Inc's ("Gates") underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Gates that the future plans, estimates or expectations contemplated will ever be achieved.

Media Contacts:
ASC Advisors
Taylor Ingraham / Morgan Davis
tingraham@ascadvisors.com / mdavis@ascadvisors.com
203-992-1230

Investor Contact:
Paul Lucas
Managing Director
plucas@gatescap.com
212-626-0290

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SOURCE Gates Capital Management

FAQ

What is Gates Capital Management's stance on the CSG proposal for Vista Outdoor (VSTO)?

Gates Capital Management intends to vote AGAINST the proposed sale of The Kinetic Group to Czechoslovak Group a.s. (CSG) and encourages Vista Outdoor to negotiate an all-cash transaction for the entire company.

Why does Gates Capital Management oppose the current CSG proposal for Vista Outdoor (VSTO)?

Gates Capital Management believes the CSG proposal is not in the best interest of shareholders as it delivers the least amount of cash, exposes shareholders to execution risks with a standalone Revelyst, and eliminates the possibility of selling Revelyst to an interested private equity firm.

What alternative does Gates Capital Management suggest for Vista Outdoor (VSTO)?

Gates Capital Management encourages Vista Outdoor to finalize negotiations for an all-cash offer for the entire company, which would include both The Kinetic Group and Revelyst, to benefit all Vista shareholders.

What is the recent offer for Revelyst mentioned in relation to Vista Outdoor (VSTO)?

A private equity firm has recently offered $1.1 billion in cash for Revelyst, but this offer would not be available after the closing of the currently proposed CSG transaction.