Vista Outdoor Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

Fifth Amendment to Agreement and Plan of Merger

As previously announced, on October 15, 2023, Vista Outdoor Inc. (“Vista Outdoor” or “the Company”) entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Revelyst, Inc. (“Revelyst”), CSG Elevate II Inc. (“Merger Sub Parent”), CSG Elevate III Inc., a wholly owned subsidiary of Merger Sub Parent (“Merger Sub”), and, solely for the purposes of specific provisions therein, CZECHOSLOVAK GROUP a.s. (“CSG”, together with Company, Revelyst, Merger Sub Parent and Merger Sub, the “Parties”), pursuant to which, on the terms and conditions set forth therein and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Merger Sub Parent (the “Merger”). On May 27, 2024, the Parties entered into the first amendment to the Merger Agreement (the “First Amendment”), on June 23, 2024, the Parties entered into the second amendment to the Merger Agreement (the “Second Amendment”), on July 7, 2024, the Parties entered into the third amendment to the Merger Agreement (the “Third Amendment”) and on July 21, 2024, the Parties entered into the fourth amendment to the Merger Agreement (the “Fourth Amendment”, and the Original Merger Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, the “Fourth Amended Merger Agreement”).

Pursuant to a Separation Agreement entered into between Vista Outdoor and Revelyst simultaneously with the signing of the Original Merger Agreement, Vista Outdoor will effect a separation pursuant to which, among other things, the businesses and operations of the Outdoor Products reportable segment of Vista Outdoor (the “Revelyst Business”) will be separated from the other businesses and operations of Vista Outdoor (the “Sporting Products Business”) and transferred to Revelyst. Prior to the consummation of the Merger, (i) pursuant to a Subscription Agreement to be entered into between Merger Sub Parent and Vista Outdoor, Merger Sub Parent would contribute $2,150,000,000 (the “Base Purchase Price”), subject to purchase price adjustments for cash and net working capital, to Vista Outdoor in exchange for shares of common stock, par value $0.01 per share, of Vista Outdoor (the “Vista Outdoor Common Stock”) and (ii) immediately thereafter, Vista Outdoor will contribute the Base Purchase Price, subject to purchase price adjustments for cash, net working capital, debt, transaction expenses and taxes, and the businesses and operations of the Revelyst Business to Revelyst. Following the completion of the foregoing, the Merger will occur.

Following the closing of the Merger, Revelyst, holding only the Revelyst Business, will be an independent, publicly traded company, and Vista Outdoor, holding only the Sporting Products Business, will be a wholly owned subsidiary of CSG.

On the terms and subject to the conditions set forth in the Fourth Amended Merger Agreement, each share of Vista Outdoor Common Stock issued and outstanding immediately prior to the Effective Time (as defined in the Fourth Amended Merger Agreement) (other than (i) any such shares of Vista Outdoor Common Stock held by Vista Outdoor, its subsidiaries or Merger Sub Parent and (ii) any Appraisal Shares (as defined in the Fourth Amended Merger Agreement)) would be converted into the right to receive (a) one fully paid and non-assessable share of common stock, par value $0.01 per share, of Revelyst (“Revelyst Common Stock”) and (b) $24.00 in cash (the “Cash Consideration”), in each case, per share of Vista Outdoor Common Stock.

On September 12, 2024, the Parties entered into the fifth amendment to the Merger Agreement (the “Fifth Amendment”). The Fifth Amendment:

The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fifth Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

On September 13, 2024, Vista Outdoor issued a press release announcing entry into the Fifth Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.

(d)