A New Bidder For Vista Outdoor

Vista Outdoor has recently received an enhanced buyout bid from MNC Capital Partners, L.P. The new bid is offering $37.50 per share for the entire company.

From their news release:

MNC’s $37.50 per share proposal values Revelyst at $1.1 billion, a 93% premium to Vista’s own $570 million implied Revelyst standalone value from its Investor Presentation dated February 1, 2024.

A transaction with MNC would not be subject to a financing contingency and would not be subject to CFIUS review. MNC has provided the details of its financing to Vista, as well as all other information that Vista requested in its March 4, 2024 letter.

Vista Outdoor has a pre-existing agreement to sell The Kinetic Group or its sporting products component to the Czechoslovak Group (CSG) for $1.9 billion. It has planned to keep the remaining outdoor products component known as Revelyst as a stand-alone company. CSG owns a number of other ammunition companies including Fiochi which has a plant in Ozark, Missouri.

Vista Outdoor had rejected an earlier offer made in February from MNC Capital saying that they were staying with the planned sale to CSG as well as their plans to run Revelyst as a stand-alone company.

With respect to the new enhanced offer, Vista Outdoor released this statement:

Vista Outdoor’s Board has not made any determination with respect to the Revised MNC Indication within the framework contemplated by the existing merger agreement with Czechoslovak Group a.s. (“CSG”), which remains in effect, nor has it changed its recommendation in support of the acquisition of its Sporting Products business by CSG.

Vista Outdoor’s Board of Directors is carefully reviewing the Revised MNC Indication, in accordance with its fiduciary duties and its obligations under the existing merger agreement with CSG, in consultation with its financial and legal advisors. Vista Outdoor’s Board of Directors remains committed to acting in the best interests of Vista Outdoor stockholders.

In related news, Colt CZ announced that it had sold all of its holdings of Vista Outdoor stock after their bid to purchase the entire company was rejected. They plan to focus on their pending purchase of ammunition maker Sellier & Bellot.

Vista Outdoor (VSTO) stock closed today at $32.83 or a little less than $5 less per share than the offer from MNC Capital Partners. I should note that I do not currently own any shares of Vista Outdoor.

This Might Be Of Assistance To Judge Maldonado

US District Court Judge Nancy Maldonado of the Northern District of Illinois has been nominated by President Biden for a position as a judge on the 7th Circuit Court of Appeals. She has been a judge on the District Court since 2022. According to her judicial biography, she received her undergraduate degree from Harvard and her law degree from Columbia.

During her confirmation hearing yesterday, she was questioned about an amicus brief submitted by the Brady Center supporting a ban on “assault weapons” (sic) in Illinois. She was the attorney who had signed the brief. Signing a brief is a serious matter for any attorney. As TypeLaw points out, signing a brief attests to the fact that the attorney has read the brief and that the information contained in it is accurate and complete. Rule 11 of the Federal Rules of Civil Procedure says that a lawyer signing a brief attests that the “factual contentions have evidentiary support.”

Sen. John Kennedy (R-LA) comes across as folksy and non-threatening. Nonetheless, he is like a dog with a bone when he is questioning a witness or, in this case, the nominee Judge Maldonado. He pressed her on what she meant by assault weapon. It was a joy to watch.

To help out Judge Maldonado the next time she is asked, I present this recent video from Ian McCollum aka The Gun Jesus. It is a short video in which he defines exactly what is an “assault rifle”. Unlike the term “assault weapon” (sic) which was a made-up term by Josh Sugarman of the Violence Policy Center to scare suburban soccer moms, an assault rifle is an actual thing and an actual term.

Quote Of The Day

I stumbled across this quote while reading a novel by Andrew Wareham about the RAF in India during WWII. The protagonist, Group Captain Thomas Stark, is talking to his adjutant Henry.

Good argument in itself, Henry! Whenever someone says “common sense” to me, I know it’s going to be bloody stupid. “Common sense” always means you’re too bloody lazy to learn the facts and apply the science, or too bloody stupid to make something up.

The Last Campaign by Andrew Wareham (#commision earned)

How many times have we heard the phrase “common sense” when applied to a new gun control law, regulation, or other governmental restriction on our rights? When a politician or gun control activist utters those words, I either turn them off or think “BOHICA!” I think Thomas Paine would be appalled at how American politicians have perverted this phrase.

Chicago’s Junk Lawsuit Against Glock

Chicago has a gang violence problem. That in and of itself is nothing new nor is their unwillingness to actually do something about cracking down on gangs. Now it appears that one of the weapons of choice of violent criminals is the auto-sear equipped Glock handgun.

True or not, the City of Chicago has decided that one way to stop their proliferation is to file a lawsuit. Given many of these “Glock switches” are being smuggled into the US from the People’s Republic of China, it would be logical to file that lawsuit against the Chinese exporters of these illegal auto-sears. Of course, logic has nothing to do with politically motivated lawsuits. Thus, it should not be surprising that Chicago is now suing Glock in Cook County Circuit Court. Nor would you be surprised to learn that Chicago is being assisted in their lawsuit by Everytown Law.

According to the Chicago Tribune, the Chicago Police Department has recovered over 1,100 Glock pistols equipped with the auto-sear in the last two years. The complaint alleges, “These terrifying weapons have caused death and destruction throughout Chicago: they have been recovered in connection with homicides, aggravated assaults, batteries, kidnappings, burglaries, home invasions, carjackings, and attempted robberies.” One must wonder how many of the criminals found with these auto-sear equipped Glocks were Federally prosecuted for violation of the National Firearms Act of 1934. Undoubtedly, none of these firearms were made before the introduction of the Hughes Amendment in 1986.

The lawsuit is based upon the Illinois Consumer Fraud and Deceptive Business Practices Act and the City of Chicago Municipal Code Section 2-25-090(a), which prohibits any person from engaging in “any conduct constituting an unlawful act or practice under the [ICFA].” The ICFA was amended in 2023 by the Illinois General Assembly to add firearms to the law.

The lawsuit accuses Glock of knowingly producing pistols, especially those from Gen 1 to Gen 4, that were easy to modify. Glock is also accused of refusing to modify their pistols and of failing to enforce their trademark as many of the auto-sears are marked with the Glock trademarked logo.

By choosing to continue selling and marketing its easily modified pistols to Illinois civilians, including to Chicago non-law-enforcement consumers, and refusing to implement simple changes to its pistol design, Glock has violated numerous obligations under municipal and state law, including by failing to institute reasonable controls and safeguards to prevent the unlawful possession of its pistols, “[k]nowingly creat[ing], maintain[ing], or contribut[ing] to a condition in Illinois that endangers the safety or health of the public by conduct either unlawful in itself or unreasonable under all circumstances,” and engaging in unfair acts.

The lawsuit is filled with hyperbole as the Chicago and Everytown attorneys play to the press.

Here is an example:

Glock continues to sell handguns that are easily modifiable because the demand from the criminal market for Glocks, which can be made into a fully automatic machine gun easily in combination with an auto sear, boosts Glock’s sales and profits. Glock has known for years that criminals, including those who seek to be armed and to inflict violence with outlawed machine guns, are a considerable source of demand and therefore revenue and profit for Glock. Glock further knows that it would sell fewer of its pistols if it lost its consumers who specifically seek out Glocks over other models because of their ease of convertibility to a machine gun.

Even worse, rappers such as Drake, 21 Savage, and Chicago’s own PGF Nuk have created songs that refer to the Glock switch and are even shown in videos holding Glocks equipped with the illegal auto-sear! Oh, my!

The lawsuit accuses Glock of violating the law by a) engaging in the unreasonable sale and marketing of firearms, b) engaging in an unfair practice under the ICFA, c) contributing to a condition that endangers “the health and safety of the public”, d) creating a public nuisance, and e) negligence.

The city is asking for an injunction, an order that Glock take steps to prevent their firearms from being sold where Chicago residents could purchase them, fines, and monetary damages to compensate the city for its costs.

From what I can tell, Glock has not issued a response yet. If I were an attorney for Glock, I would be pushing to have this lawsuit dismissed under the Protection of Lawful Commerce in Arms Act and moved to Federal court.

The full complaint is below.

2024CH02216-File-Stamped-Complaint-Glock

The Ides Of March

Anyone who has studied Latin or has seen Shakespeare’s play Julius Caesar knows of the Ides of March. It marks the day that the Roman dictator Gaius Julius Caesar was assassinated in the Roman Senate. He had been warned by a fortune teller to “avoid the Ides of March”.

But what is Ides in the Roman calendar?

It marks the middle of each month when the full moon has risen. The Ides were traditionally observed with feasts and sacrifices. Moreover, as the Roman calendar began the year with March, the Ides of March marked the first full moon of the new year. As such, it was a day of great importance. It was also notable as the day for settling debts.

And so it was that the group of 60 Roman senators led by Marcus Junius Brutus who feared Caesar’s reforms would threaten the Roman Senate “settled their debt” by stabbing him to death.

So much for the history lesson.

Here is what the Ides of March is really about.

FNH Contends Ruger’s SFAR Violates SCAR Trademark

FN Herstal SA and FN America LLC filed a trademark lawsuit against Sturm, Ruger and Company yesterday in US District Court for the Middle District of North Carolina. They are contending that Ruger’s SFAR™ (Small Frame Automatic Rifle) violates their trademark for the FN SCAR® family of rifles and associated products. SCAR® stands for Special Operations Forces Combat/Capable Assault Rifle.

FN asserts that consumers will confuse the Ruger SFAR with their SCAR as they “are very similar or nearly identical in size, purpose, weight, feel, color, caliber, capacity, features, and even style to the firearms marketed and sold by FN for nearly fifteen (15) years under the SCAR Mark.” Moreover, they allege that since Ruger didn’t put “Ruger” in front of “SFAR” in their advertising nor put hypens between the letters it will pronounced as one word similar to that of the FN SCAR®.

As part of their complaint, they post pictures of Ruger’s SFAR™ and FN’s SCAR® as to how they are very similar in look and feel. On this, I have to disagree with the lawyers from FN. The Ruger product look very much the same as any other AR-10/AR-15 while the FN product have a much different and distinctive look about it. While FN argues that consumers will a) confuse the two products and b) think that the “SFAR” is endorsed or sponsored by FN.

FN’s complaint alleges four causes of action against Ruger. They include infringement of Federally-registered trademarks, unfair competition under the Lanham Act, violation of North Carolina’s Unfair and Deceptive Trade Practices Act, and trademark infringement under NC common law. FN seeks a permanent injunction against the use of “SFAR”, the destruction of all materials including firearms within Ruger’s possession marked with SFAR™, disgorgement of any profits from the sale of the rifle by Ruger, and finally, triple damages.

Ruger has no official response on their website as of today to this lawsuit. As the suit was filed yesterday, it is also too soon for a response in court.

So that you may view the exhibits contained in the complaint, I have embedded it below:

gov.uscourts.ncmd_.98070.1.0

My 2024 NRA Ballots

Here are my ballots for the 2024 NRA Board of Director election and for the bylaw change.

Now to explain my votes. It should go without saying that I support the Four for Reform. I signed and promoted their petitions to be on the ballot as well as have supported them here. I would love it if they ended up as the top four winning candidates.

I would have voted for Owen Buz Mills except that he told Jeff Knox that he wanted people to bullet vote for the Four for Reform. As to why I added Rick Ector as the fifth candidate, his “missionary work” in Detroit in which he has introduced thousands of women is worthy of recognition. Just as importantly, he bucked the Old Guard aka “The Cabal” when he endorsed Wade Callender to be the next Executive VP of the NRA. These two factors were why I added Rick to the list of candidates for whom I voted.

While I consider the bylaw change to add a Chief Compliance Officer independent of the EVP as closing the barn doors after the horses have escaped, it is a reform in the right direction. I worked for 25 years in the financial services industry and we always had a Chief Compliance Officer. There were times I thought they were a bit “nit-picky” but their goal was to protect both the company and the client. If I had questions on something such as a political contribution, I knew I could reach out to them for advice on the best way to handle it.

While the appointment of a Chief Compliance Officer must wait until the vote is tallied, it appears that a candidate has been hired in anticipation of the bylaw change. Robert Mensinger was hired by the NRA in September 2023 as a Managing Director. He holds a law degree, has had an extensive career as a compliance and business integrity officer, and spent almost 25 years working as a Special Agent/Criminal Investigator for the Small Business Administration, Department of Defense, Department of Homeland Security, and Treasury Department. My only reservation about Mensinger is that he was selected for his present job by Wayne LaPierre upon the advice and counsel of Bill Brewer. Other than that, he seems ideal for the job. Only time will tell if I was worried about nothing which is my actual hope.

UPDATE: This is just a reminder that you should vote by NAME and not by NUMBER. There are 5 or so different ballots and the order of the names varies. It is randomized as a security measure.

The NRA Responds

It appears that my post on the promotion of Wayne LaPierre’s niece, Colleen Sterner, has hit a nerve at the NRA. I received a direct message on Twitter/X from Billy McLaughlin who is the NRA’s spokesperson. It was sent yesterday afternoon.

Here is the message in its entirety:

John: This is Billy McLaughlin, NRA’s spokesman. Although the NRA does not typically respond to the false reports such as yours- we do so here given the that motivation seems to be reporting falsely the circumstances of our employees. Therefore, we confirm that your report is 100 percent false. In fact, the only information in your report which is accurate is that the employee in question is held in high regard by her supervisor. Please check your sources and “facts” – it is amazing what qualifies as “reporting” about the NRA these days.

First and foremost, I stand by my sources and the veracity of the information that they shared with me. I would not have written the post nor would I have posted it if I did not trust my sources to give me honest and accurate information.

Second, this response is very reminiscent of the NRA’s response to the Mike Spies article in The New Yorker. In that article, Tyler Schropp is quoted as saying, “Sterner is an ‘extraordinary and valuable employee’ who manages ‘national events that make a positive impact on the N.R.A., its members, and its mission.'” Likewise, McLaughlin’s predecessor as spokesperson and now his boss Andrew Arulanadam said, “Sterner “played a leading role in producing’ the affair.” This was in reference to a 2015 Women’s Leadership Forum summit where internal NRA documents showed her responsibilities were basic and rather menial.

Third, as an Endowment Life Member of the NRA my “motivation” is not as McLaughlin states “to be reporting falsely the circumstances of our employees” but to ask why a relative directly linked to what the jury in New York considered a dereliction of LaPierre’s fiduciary duties was promoted. That Tyler Schropp holds her “in high regard” is irrelevant. While it might not seem fair that she is tainted by association with her uncle’s misdeeds, it is what it is.

Finally, given McLaughlin asserts that the “report is 100 percent false”, I would say as my old high school chemistry and physics teacher would say, show me. Is Mrs. Sterner not Wayne and Susan LaPierre’s niece? No, we know that she is. Did she not get promoted to be Director of Events for Advancement? No, we have Tyler Schropp’s email announcing her promotion. Did not Wayne LaPierre divert flights to Nebraska to pick up Mrs. Sterner? No, we have the documentation provided in court that proves it. A blanket assertion that a story or report is false is the oldest tool in the PR flack’s toolbox. It is the PR equivalent of yelling, “squirrel!!!!!”

Nepotism Lives On At The NRA

One might be under the impression that the NRA has cleaned up its act, put new procedures in place, is respectful of the member’s money, and that the misdeeds of the LaPierre era are never to be repeated. Indeed, that is the premise of the NRA attorney’s arguments as they head into the next phase of the New York trial. Attorney Sarah Rogers of Brewer, Attorneys and Counselors, wrote in a letter to Judge Cohen, “The remainder of the trial should focus on the sole remaining triable issue of fact: whether any of the statutory violations established in the jury phase are continuing or are imminently likely to reoccur.”

Unfortunately, as I found out yesterday from multiple sources, regardless of the new procedures, nepotism and the disrespect for the members’ money lives on at the NRA. That is because a mere 21 days after Wayne LaPierre’s resignation from the NRA became effective, his niece Colleen Sterner was promoted to be Director of Events for Advancement. She will continue to live and work from her home in Nebraska. According to my sources, insiders are saying her salary is estimated to be in the $300,000 range.

Making the promotion was Tyler Schropp, the Executive Director of the NRA Office of Advancement, and the second highest compensated employee at the NRA according to the NRA’s 2022 Form 990. His total compensation was reported to be $854,219. As exhibits in the New York trial make clear, Schropp went by the “Wayne said/Wayne OK’ed it” modus operandi and actual procedures and documentation be damned.

The NRA Employee Handbook, Sec. C1.12, states that relatives of current employees including nieces and nephews can be hired if qualified. Sterner was first hired by the NRA in 2015 to work for the Women’s Leadership Forum which was led by her Aunt Susan (LaPierre) on a volunteer basis. Sterner supposedly helped organize “national events” but, as an article in The New Yorker points out, her assignments tended to be basic tasks such as helping out with registration.

According to Andrew Arulanandam, an N.R.A. spokesperson, Sterner “played a leading role in producing” the affair. Yet one of the summit’s organizers told me, “I’d never met Colleen before the event started, but Susan had mentioned she’d be part of the staff. She didn’t work at headquarters, and she wasn’t on the regular planning calls or meetings that we had. Her status was never clear to me.”

Internal N.R.A. records show that Sterner was assigned a half dozen basic responsibilities, such as providing “registration support as needed” and serving as a point of contact for a trap and skeet shooting activity. Multiple people who worked the summit said that it was often difficult to locate Sterner.

The article in The New Yorker by Mike Spies which includes many interviews with NRA employees casts serious doubts on her actual work for the NRA. This correlates with what my own sources have told me about Sterner. I would say read the entire article and make up your own mind about whether Sterner is now qualified for a $300,000 director level position. While Spies does write for The Trace and I would disagree with much of his conclusions, the guy gets his facts correct.

The private jet and helicopter flights that the jury in the New York trial found Wayne LaPierre liable for repaying include those that diverted to Nebraska to pick up Sterner as well as a helicopter flight to a NASCAR race in which her husband Terry was a passenger. It is also why Wayne was found to have breached his fiduciary duty under the Non-Profit Corporation Law.

The NRA is currently recruiting for a Meetings Manager. This would be at least one level below a director. Requirements include a college degree, 5+ years of experience, and preferably hold the Certified Meeting Professional designation. Part of the job requirements including contract review and negotiations. Unless I am grossly mistaken, I just don’t see Sterner holding the requisite qualifications other than, perhaps, a college degree.

One has to wonder if the promotion of Sterner to be Director of Events for Advancement was not a quid pro quo negotiated by LaPierre with Schropp in his final days at the NRA. It would not surprise me in the least if it were. Given that Judge Cohen was reportedly leaning away from appointing a monitor to oversee the NRA, this could and should give pause to that. It is more evidence that new leadership is needed, that the house (including upper level NRA managers) must be cleansed, and that the Old Guard and their supporters cast out if the NRA is to be saved as an effective Second Amendment organization. Members, current, former, and future, are not going to donate unless this happens.