merger

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Sportsman’s Warehouse Merging With Bass Pro Parent

December 26, 2020 by

I missed this when it was released on Monday, December 21st. The Sportsman’s Warehouse has agreed to be bought for cash by Great American Outdoors Group. This is the private holding company that owns Bass Pro Shops, Cabelas, White River Marine (Tracker boats), and a number of resorts. It is headed by Bass Pro Shop’s founder Johnny Morris.

From their release:

SPRINGFIELD, Mo. and WEST JORDAN, Utah, Dec. 21, 2020 (GLOBE NEWSWIRE) — In an effort to better serve its loyal customers, Sportsman’s Warehouse has entered into a definitive agreement to join the Great American Outdoors Group, parent company of Bass Pro Shops, Cabela’s, White River Marine Group and a collection of nature-based resorts. The Great American Outdoors Group will remain a private company with a long-term view to do what is best for its customers, team members and conservation initiatives. As part of the agreement, Sportsman’s Warehouse will be acquired for $18.00 per share in cash.

The driving force behind the partnership is the two companies’ similar histories and highly complementary business philosophies and geographic footprints. Both entities share a passion with their customers for fishing, camping, hunting, boating and other outdoor activities. Likewise, both are highly acclaimed retailers with well-deserved reputations for a broad offering of outstanding brand name and proprietary products, superior customer service, deeply knowledgeable team members and an unwavering passion for conservation. Uniting together represents an unprecedented “win-win” opportunity for outdoor enthusiasts.

“We are excited to be joining the Great American Outdoors Group. This merger brings together the greatest brands in the outdoor industry. As we look to the future, the combined entities provide our passionate associates with greater opportunities to serve the outdoor enthusiast. I couldn’t be more proud of the nearly 8,000 Sportsman’s Warehouse associates and their success in building our brand over the last 33 years. We look forward to a smooth transition and building our partnership,” said Sportsman’s Warehouse CEO Jon Barker.

“Today is a happy day for our companies, outdoor enthusiasts and for the cause of conservation,” said Bass Pro Shops Founder and Great American Outdoors Group Leader, Johnny Morris. “As outdoor sports specialists with unwavering dedication to people who fish, hunt and enjoy the outdoors, we greatly admire the passionate team at Sportsman’s Warehouse for their commitment to their customers and the sports we all love. By combining our best practices, our aim is to give our customers a best-of-the-best experience while further uniting them to support conservation,” added Morris.

You may remember that Sportsman’s Warehouse was the winning bidder for the Tapco brand in the Remington bankruptcy auction. I’m not sure what their intention was for the brand but I’m thinking that it has more possibilities now that Bass Pro Shops and Cabela’s have been added to the mix.

As might be expected in any buyout, a couple of law firms have announced that they are seeking plaintiffs in an effort to sue Sportsman’s Warehouse’s board for breach of fiduciary duties. In other words, they sue, there is a settlement, and the law firms – not the shareholders – get the bulk of the money.

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Official Release On Bass Pro Shops’s Buy-Out Of Cabela’s

October 4, 2016 by 2 Comments

Below is the official press release taken from the Cabelas’ investor relations page. I only wish I had bought Cabelas’ stock back in February of this year when it had dipped down to about $39 per share. The all-cash purchase price is $65 per share!

Though the two stores are very similar I end to prefer Cabela’s over Bass Pro Shops.

Legendary Outdoor Brands Bass Pro Shops and Cabela’s to Combine


Merger Will Enhance Ability to Serve Outdoor Enthusiasts with Complementary Product Offerings and Geographic Footprints


Cabela’s Shareholders Will Receive $65.50 Per Share in Cash


Bass Pro Shops Entering into Multi-Year Credit Card Partnership with Capital One


Bass Pro Shops and Cabela’s Club Customer Loyalty Programs Remain Unchanged


SPRINGFIELD, Mo. & SIDNEY, Neb.–(BUSINESS WIRE)–Oct. 3, 2016– Bass Pro Shops and Cabela’s Incorporated (NYSE:CAB), two iconic American outdoor companies with similar humble origins, and with a shared goal to better serve those who love the outdoors, today announced that they have entered into a definitive agreement under which Bass Pro Shops will acquire Cabela’s for $65.50 per share in cash, representing an aggregate transaction value of approximately $5.5 billion.


In addition, upon closing Bass Pro Shops will commence a multi-year partnership agreement with Capital One, National Association, a wholly-owned national banking subsidiary of Capital One Financial Corporation (NYSE: COF), under which Capital One will originate and service the Cabela’s CLUB, Cabela’s co-branded credit card, and Bass Pro Shops will maintain a seamless integration between the credit card program and the combined companies’ retail operations and deep customer relationships. All Cabela’s CLUB points and Bass Pro Shops Outdoor Rewards points will be unaffected by the transactions and customers can continue to use their credit cards as they were prior to the transaction. Capital One intends to continue to operate the Cabela’s CLUB servicing center in Lincoln, Nebraska.


A driving force behind this agreement is the highly complementary business philosophies, product offerings, expertise and geographic footprints of the two businesses. The essence of both Bass Pro Shops and Cabela’s is a deep passion to serve outdoor enthusiasts and support conservation. The combination brings together three of the nation’s premier sporting brands: Cabela’s, a leader in hunting; Bass Pro Shops, a leader in fishing; and White River Marine Group, a worldwide leader in boating, which is part of Bass Pro Shops.


Bass Pro Shops, Cabela’s and White River Marine Group represent the best of American entrepreneurship, innovation and devotion to customers. The combined companies will strive to provide a remarkably enhanced experience for customers, increased opportunities for team members and greater support for conservation activities.


CABELA’S


Founded in 1961 by Dick, Mary and Jim Cabela, Cabela’s is a highly respected marketer of hunting, fishing, camping, shooting sports and related outdoor merchandise. Today, Cabela’s has over 19,000 “outfitters” operating 85 specialty retail stores, primarily in the western U.S. and Canada. Cabela’s stores, catalog business and e-commerce operations will blend seamlessly with Bass Pro Shops and White River Marine Group. Over the past 55 years Cabela’s has built a passionate and loyal base of millions of enthusiasts who shop both at its retail stores and online.


BASS PRO SHOPS


Bass Pro Shops, founded in 1972 by avid young angler Johnny Morris, is a leading national retailer of outdoor gear and apparel, with 99 stores and Tracker Marine Centers located primarily in the eastern part of the U.S. and Canada. Morris started the business with eight square feet of space in the back of his father’s liquor store in Springfield, Mo., the company’s sole location for the first 13 years of business. Johnny’s passion for the outdoors and his feel for the products and shopping experiences desired by outdoor enthusiasts helped transform the industry. Bass Pro Shops, which employs approximately 20,000 team members, has been named by Forbes as one of “America’s Best Employers.” The company also operates Big Cedar Lodge, America’s Premier Wilderness Resort, welcoming more than one million guests annually to Missouri’s Ozark Mountains.


WHITE RIVER MARINE GROUP


In 1978, Morris revolutionized the marine industry when he introduced the world’s first professionally rigged and nationally marketed boat, motor and trailer packages. Tracker quickly became and has remained the number one selling fishing boat brand in America for the last 37 years running. White River Marine Group offers an unsurpassed collection of industry-leading brands including Tracker Boats, Sun Tracker, Nitro, Tahoe, Regency, Mako, Ranger, Triton and Stratos.


MANAGEMENT COMMENTARY


“Today’s announcement marks an exceptional opportunity to bring together three special companies with an abiding love for the outdoors and a passion for serving sportsmen and sportswomen,” said Johnny Morris, founder and CEO of Bass Pro Shops. “The story of each of these companies could only have happened in America, made possible by our uniquely American free enterprise system. We have enormous admiration for Cabela’s, its founders and outfitters, and its loyal base of customers. We look forward to continuing to celebrate and grow the Cabela’s brand alongside Bass Pro Shops and White River as one unified outdoor family.”


“Cabela’s is pleased to have found the ideal partner in Bass Pro Shops,” said Tommy Millner, Cabela’s Chief Executive Officer. “Having undertaken a thorough strategic review, during which we assessed a wide variety of options to maximize value, the Board unanimously concluded that this combination with Bass Pro Shops is the best path forward for Cabela’s, its shareholders, outfitters and customers. In addition to providing significant immediate value to our shareholders, this partnership provides a unique platform from which our brand will be extremely well positioned to continue to serve outdoor enthusiasts worldwide for generations to come.”


“This opportunity would not be possible without the contributions of the many wonderful Cabela’s, Bass Pro Shops and White River team members,” Morris said. “All three companies are blessed to have been built by the extraordinary efforts of many tremendously talented, dedicated people throughout our respective histories, and we’re thrilled to consider what the combined team can achieve going forward.”


Following the closing of the transaction, Bass Pro Shops intends to celebrate and grow the Cabela’s brand and will build on qualities that respective customers love most about Cabela’s and Bass Pro Shops. In addition, Bass Pro Shops recognizes the strength of Cabela’s CLUB Loyalty program and intends to honor Cabela’s customer rewards and sees potential over time to expand the program in the combined company.


Bass Pro Shops appreciates and understands the deep ties between Cabela’s and the community of Sidney, Nebraska. Dick, Mary and Jim Cabela founded their company in Sidney in 1961, and the company has flourished with its base of operations there ever since. Bass Pro Shops intends to continue to maintain important bases of operations in Sidney and Lincoln and hopes to continue the very favorable connections to those communities and the Cabela’s team members residing there.


Bass Pro Shops Founder and CEO Johnny Morris will continue as CEO and majority shareholder of the new entity, which will remain a private company with a continuing long-term view of supporting the industry and conservation. Morris earned a reputation as a leading retailer and conservationist. In 2008, the National Retail Federation named him as Retail Innovator of the Year. In 2015, the same organization named him as one of 25 People Shaping the Future of Retail in America. In 2012, The Association of Fish and Wildlife Agencies named Morris Citizen Conservationist of the Year.


“Conservation is at the heart and soul of Bass Pro Shops. Bass Pro Shops and Cabela’s share a steadfast belief that the future of our industry, and the outdoor sports we all love, depends – more than anything else – on how we manage our natural resources,” said Morris. “By combining our efforts, we can have a profound positive impact on the conservation challenges of our day and help foster the next generation of outdoor enthusiasts.”


PREFERRED FINANCING


Bass Pro Shops is proud to have secured preferred equity financing from the Merchant Banking Division of Goldman Sachs and Pamplona to facilitate the transaction. Goldman Sachs has committed $1.8 billion and Pamplona has committed $600 million for a total preferred financing commitment of $2.4 billion.


The Merchant Banking Division of Goldman Sachs is one of the leading private equity investors in the world, focusing on assisting large, high-quality companies with best-in-class management teams to achieve their growth objectives. The division brings significant experience and a strong track record of success in supporting industry-leading founder-led businesses. Pamplona Capital Management is a New York and London based specialist investment manager established in 2005. Pamplona is currently managing its fourth private equity fund, Pamplona Capital Partners IV, LP, which was raised in 2014. Pamplona invests long-term capital across the capital structure of its portfolio companies in both public and private market situations.


TRANSACTION DETAILS


The transaction provides Cabela’s shareholders with a premium of 19.2% to Cabela’s closing share price on Sep. 30, 2016, the day prior to announcement of the transaction, 39.7% to the closing share price on Dec. 1, 2015, the day before Cabela’s announced its exploration of strategic alternatives and 57.1% to the 90-day volume weighted trading average prior to Dec. 1, 2015. Immediately prior to closing, Capital One will acquire certain assets and assume certain liabilities of Cabela’s World’s Foremost Bank. The cash proceeds from this transaction will remain with Cabela’s until it is acquired by Bass Pro Shops.


The transaction agreements were unanimously approved by Cabela’s Board of Directors following a comprehensive review of strategic and financial alternatives.


The transaction, which is expected to close in the first half of 2017, will be completed through a cash merger and is subject to approval by Cabela’s shareholders, as well as regulatory approvals and other customary closing conditions.


J.P. Morgan served as exclusive financial advisor to Bass Pro Shops and Latham & Watkins served as Bass Pro Shops’ legal counsel, with expert assistance from O’Melveny & Myers. Goldman, Sachs & Co. served as financial advisor to The Merchant Banking Division of Goldman Sachs and Davis Polk & Wardwell LLP served as legal advisor. Goldman, Sachs & Co. also served as advisor to Bass Pro Shops on the bank transaction, and Morrison & Foerster served as legal counsel. BofA Merrill Lynch, Wells Fargo Securities LLC, Citigroup Global Markets Inc., RBC Capital Markets, UBS Securities LLC, and Goldman Sachs are providing debt financing to support the transaction.


Guggenheim Securities served as exclusive financial advisor to Cabela’s and Sidley Austin LLP and Koley Jessen P.C., L.L.O. served as Cabela’s legal counsel.


The Kessler Group and Credit Suisse acted as financial advisers to Capital One and Wachtell, Lipton, Rosen & Katz and Chapman and Cutler acted as legal advisers.


ADDITIONAL INFORMATION REGARDING THE TRANSACTION AND WHERE TO FIND IT


This communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of Cabela’s Incorporated (the “Company”) or the solicitation of any vote or approval. This communication is being made in respect of the proposed merger transaction involving the Company, Bass Pro Group, LLC (“Bass Pro Group”) and a wholly-owned subsidiary of Bass Pro Group. The proposed merger of the Company will be submitted to the stockholders of the Company for their consideration. In connection therewith, the Company intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a definitive proxy statement. However, such documents are not currently available. The definitive proxy statement will be mailed to the stockholders of the Company. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the definitive proxy statement, any amendments or supplements thereto and other documents containing important information about the Company, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at www.cabelas.com under the heading “SEC Filings” in the “Investor Relations” portion of the Company’s website. Stockholders of the Company may also obtain a free copy of the definitive proxy statement and any filings with the SEC that are incorporated by reference in the definitive proxy statement by contacting the Company’s Investor Relations Department at (308) 255-7428.


PARTICIPANTS IN THE SOLICITATION


The Company and its directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the fiscal year ended January 2, 2016 and Amendment No. 1 thereto, which were filed with the SEC on February 22, 2016 and April 29, 2016, respectively, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation of the stockholders of the Company and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the preliminary and definitive proxy statements and other relevant materials to be filed with the SEC when they become available.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


This document contains “forward-looking statements” that are based on the Company’s beliefs, assumptions, and expectations of future events, taking into account the information currently available to the Company. All statements other than statements of current or historical fact contained in this report are forward-looking statements. The words “believe,” “may,” “should,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “seek,” “plan,” “confident,” and similar statements are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause the Company’s actual results, performance, or financial condition to differ materially from the expectations of future results, performance, or financial condition the Company expresses or implies in any forward-looking statements. These risks and uncertainties include, but are not limited to: the satisfaction of the conditions precedent to the consummation of the proposed merger, including, without limitation, the receipt of stockholder and regulatory approvals; unanticipated difficulties or expenditures relating to the proposed merger; legal proceedings, judgments or settlements, including those that may be instituted against the Company, the Company’s board of directors, executive officers and others following the announcement of the proposed merger; disruptions of current plans and operations caused by the announcement and pendency of the proposed merger; potential difficulties in employee retention due to the announcement and pendency of the proposed merger; the response of customers, suppliers, business partners and regulators to the announcement of the proposed merger; the state of the economy and the level of discretionary consumer spending, including changes in consumer preferences, demand for firearms and ammunition, and demographic trends; adverse changes in the capital and credit markets or the availability of capital and credit; the Company’s ability to successfully execute the Company’s omni-channel strategy; increasing competition in the outdoor sporting goods industry and for credit card products and reward programs; the cost of the Company’s products, including increases in fuel prices; the availability of the Company’s products due to political or financial instability in countries where the goods the Company sells are manufactured; supply and delivery shortages or interruptions, and other interruptions or disruptions to the Company’s systems, processes, or controls, caused by system changes or other factors; increased or adverse government regulations, including regulations relating to firearms and ammunition; the Company’s ability to protect the Company’s brand, intellectual property, and reputation; the Company’s ability to prevent cybersecurity breaches and mitigate cybersecurity risks; the outcome of litigation, administrative, and/or regulatory matters (including the ongoing audits by tax authorities and compliance examinations by the Federal Deposit Insurance Corporation (“FDIC”)); the Company’s ability to manage credit, liquidity, interest rate, operational, legal, regulatory capital, and compliance risks; the Company’s ability to increase credit card receivables while managing credit quality; the Company’s ability to securitize the Company’s credit card receivables at acceptable rates or access the deposits market at acceptable rates; the impact of legislation, regulation, and supervisory regulatory actions in the financial services industry; and other risks, relevant factors, and uncertainties identified in the Company’s filings with the Securities and Exchange Commission (“SEC”) (including the information set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016, and in Part II, Item 1A, of the Company’s Quarterly Report on Form 10-Q for the first quarter ended April 2, 2016), and in subsequent filings, which filings are available at the SEC’s website at www.sec.gov. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. The Company’s forward-looking statements speak only as of the date of this document. Other than as required by law, the Company undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.

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JPFO’s Official Statement On Merger With SAF

September 5, 2014 by 1 Comment

The official statement from the board of Jews for the Preservation of Firearms Ownership is below. I covered some of the controversy on the decision to merge in my earlier post announcing the merger. As I said there, I hope it works out so that both organizations can keep up the good fight for the Second Amendment and our rights.


From JPFO:


Dear JPFO Members and Supporters,


Even before the passing of founder, Aaron Zelman, there was serious
doubt as to whether or not JPFO could survive. For years Aaron struggled
heroically with chronic health problems.


The results were rapidly expanding problems in administrative, database
and member support and new product operations, along with no systematic
fundraising program — to name just a few. Aaron delegated painfully
little? But considering it all, what he accomplished goes well beyond
the heroic to near miracles.


The regular staff was reduced to a devoted office manager of some
15-years, LaVonne, an equally devoted webmaster, Chris and Aaron’s two
Board members, Bruce and Bob serving with him since the mid-1990s. The
effort to rebuild JPFO began in earnest, facing the ominous headwinds of
a diminished database and largely empty coffers.


After some months, Charles Heller stepped-in to provide Executive
Director services; including media contacts.


One bright spot was the wise counsel of the JPFO advisor on spiritual
matters, Rabbi Dovid Bendory, known affectionately as the “Gun Rabbi.”


The task was truly immense. It seemed to grow in difficulty as each step
forward unearthed more challenges. Tragedy struck again a year later
when our office manager, LaVonne passed away unexpectedly. She had
loyally worked with Aaron for over 15-years. Her husband, Doug resigned
his regular employment as her fulltime replacement. Without his
commitment it is a virtual certainty JPFO would have collapsed more than
a year ago.


Adding to these losses was the death of another key writer, Kirby
Ferris. More recently a board member was blindsided with two major heart
surgeries and is still in rehabilitation.


Then just weeks ago another key writer, the prolific 2A and science
fiction author, L. Neil Smith, who worked with Aaron on various books
and other major editorial projects, suffered a stroke, right in the
middle of our Fall educational and fundraising product developments.


In spite of all this seemingly endless ?damage control? we were able to
increase the membership; and thanks to the contract writers and the
webmaster, who maintain a flow of quality editorial material; while
organizing first-rate office operations; including tight inventory
controls with a quick turnaround of member requests.


From day one, due to the highly specialized Jewish orientation, the
primary target constituency was extremely small. Fortunately, non-Jews,
so taken with the powerful JPFO message, have also consistently been a
vital source of revenue; while donating impressive amounts of time and
talent to various projects, from 1989 to this very day.


However, all along was the paradox that as a skeletal crew of fiercely
devoted workers salvaged and refined after Aaron’s passing, the Stalking
Horse of poor cash flow was always there. We came to realize that JPFO
needed one or more major supporters to break through to the next level.


Many inquiries yielded nil, it became clear that the most logical and
efficient solution was to ally with another 2A organization, while
preserving our identity.


That’s not all. We realized we must have an organization with longevity,
solid management, financial depth and marketing powers to insure JPFO
carried on.


The urgency of this search accelerated as the monthly revenue streams,
from all sources, began a steadily decline early this year. Recent
fundraising efforts have yielded little. The headquarters was reduced to
being run by the managing director, with part-time secretarial help.


To solve these problems, the JPFO Board of Directors sought out and
elected to merge with the Second Amendment Foundation
(SAF).

Founded in 1974, now with over 650,000 members, SAF is the oldest and
largest tax-exempt education, research, publishing and legal action
group focusing on the right to keep and bear arms.

JPFO will be operated independently by SAF and current JPFO private and
industry members and contributors will continue to receive all benefits
promised. It will maintain a separate board of directors.

The JPFO website will continue to run independently as a stand-alone
entity but will now include links to it from TheGunMag.com,
KeepandBearArms.com, plus SAF.org. JPFO will also become a member
organization of the International Association for the Protection of
Civilian Arms Rights (IAPCAR) to expand its reach internationally.

Certain JPFO editorial and administrative staff are likely to remain or
be available for the transition. Later, headquarters will move from
Wisconsin to SAF headquarters in Bellevue, Washington.

The decision to merge with SAF has generated powerful disagreements and
no small amount of vitriol… But before making final decisions on this
action, please visit this page
 to discover
what firearms industry icon, Massad Ayoob, has to say about this
controversy.

Adulation of Aaron Zelman is spot on; nevertheless, it would be
profoundly unfair to not tip the hat of deep gratitude to all members,
donors, plus those deeply devoted volunteers that have committed well
into the thousands of hours of free services since 1989, so making many
of Aaron’s landmark projects possible even with the Stalking Horse of
financial distress continually behind his back, as it was for us until
the merger.

Sincerely,

JPFO Board of Directors

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ATK To Merge With Orbital Sciences And Spin Off Sporting Group

April 29, 2014 by 8 Comments

ATK, formerly Alliant Techsystems, Inc., announced today that they plan to merge with Orbital Sciences in a $5 billion deal. The new company will be called Orbital ATK. As part of the merger, ATK will spin off their sporting group to shareholders as a new company.

From the Wall Street Journal:

ATK valued the all-stock combination with Orbital at $5 billion and its shareholders would retain 53.8% of the aerospace and defense business, to be known as Orbital ATK.

The proposed deal, which is expected to close by the end of 2014, would match the total level of defense M&A over the past three years combined, and puts 2014 within reach of the $9 billion in deals reached in 2008. Executives had shied away from transactions before securing more visibility of business trends from the fiscal 2014 and 2015 Pentagon budgets.

Mark DeYoung, ATK’s chief executive, would run the separated operation business which, with 2013 revenue of $2.2 billion, is less than half the size of the $4.5 billion aerospace and defense business.

Excerpts from ATK’s press release on the merger:

The company’s Sporting and A&D (aerospace and defense)businesses operate in two fundamentally different markets with very different operating dynamics, compliance requirements, customer sets and growth opportunities. As standalone companies, they will be more focused businesses, with clear and distinct strategic visions and objectives, additional operational flexibility and the financial strength to make the most of their unique opportunities in their respective industries.

Since entering the commercial ammunition and sporting accessories space in 2001, ATK has built a leading position in the shooting sports for hunters, shooting enthusiasts and law enforcement professionals. The acquisitions of Savage and Bushnell in 2013 enabled ATK to expand its core competencies while creating opportunities to enter into new, adjacent markets in the outdoor recreation industry.

In today’s growing market, the Sporting Group enjoys expanded distribution for some of the most widely known and respected brands in the industry: Federal Premium, Bushnell, Savage Arms, BLACKHAWK!, Primos, Final Approach, Uncle Mike’s, Hoppe’s, RCBS, Alliant Powder, CCI, Speer, Champion Targets, Gold Tip Arrows, Weaver Optics, Outers, Bolle, Cebe, and Serengeti.

“Sporting continues to deliver excellent performance,” said DeYoung. “Results from our recently completed fourth quarter demonstrated continued revenue and earnings growth, and margin expansion. Full details on our fourth quarter results will be discussed on our May 15 earnings call.”

ATK believes that separating Sporting into a standalone entity will facilitate opportunities to further drive growth and marshal resources to broaden and deepen its market leadership. ATK believes that a more focused corporate leadership team, operating within a clearly defined commercial market with a competitive business model, will contribute to unlocking significant value for ATK shareholders. Following the completion of the transaction, Sporting will also enjoy a strong balance sheet that will provide the ability to fund its growth strategy. Over the past 10 years, ATK’s Sporting Group has delivered annual sales growth of approximately 16 percent (14 percent organic growth).

And on the new management and location:

Upon completion of the transaction, Mr. DeYoung will serve as the Chairman and Chief Executive Officer of Sporting. Mr. DeYoung is working with ATK’s Board of Directors to develop detailed plans for an efficient and capable corporate structure with experienced management and strong governance policies and practices, as well as to establish the name and branding of Sporting. Sporting will be headquartered in Utah and is expected to employ nearly 5,800 workers in 11 states and worldwide.

And the details of the transaction which will be tax-free:

Under the terms of the transaction agreement, ATK will distribute ownership of Sporting to ATK shareholders in a spin-off transaction, following which, ATK shareholders will own 100 percent of Sporting. The spin-off will be immediately followed by a merger of Orbital with a subsidiary of ATK, with Orbital surviving the merger and becoming a wholly owned subsidiary of ATK. In connection with the merger, Orbital shareholders will receive 0.449 shares of ATK common stock for each share of Orbital common stock that they hold. Upon the closing of the merger, ATK shareholders will own approximately 53.8 percent of the combined company on a fully diluted basis and Orbital shareholders will own the remaining approximately 46.2 percent of the combined company on a fully diluted basis. As part of the transaction, Sporting has secured a $750 million senior secured financing commitment from BofA Merrill Lynch and will dividend $300-350 million of the proceeds of such new indebtedness to ATK immediately prior to the closing, which will be used by ATK to repay existing debt. Post issuing dividend to Orbital ATK, Sporting’s net debt and total debt will be equal to the dividend. At the closing, Orbital ATK is expected to have a total of approximately $1.7 billion in gross debt and $1.4 billion of net debt. The transaction is expected to be tax-free to both companies as well as to ATK and Orbital shareholders.

The transaction is expected to close by the end of calendar year 2014, and is subject to customary closing conditions including regulatory approvals and the approval of each of ATK’s and Orbital’s shareholders. ATK and Orbital will continue to operate separately until the transaction closes.

The two most interesting aspects of this whole merger is that the sporting group will be spun off and that the current ATK CEO Mark DeYoung has cast his lot with the sporting group and not the aerospace/defense groups. It says a lot for the strength of the shooting sports industry that a CEO sees his future prospects as being better there than in the defense industry.

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Mayors Demand Illegal Moms

December 19, 2013 by 1 Comment

Or is it Illegal Mayors Demand Action (with) Moms?

More appropriately, Moms Demand Action Against Illegal Mayors.

In case you haven’t heard, Mayor Bloomberg’s Illegal Mayors and I’m Just a Stay-at-Home Mom Shannon Watt’s Demanding Moms have agreed to merge.

From USA Today:

Outgoing New York City Mayor Michael Bloomberg’s Mayors Against Illegal Guns on Thursday will announce that it is joining with Moms Demand Action for Gun Sense in America, a year-old grassroots campaign launched the day after the Dec. 14, 2012, shootings at Sandy Hook Elementary School in Newtown, Conn.

The combined group will align Bloomberg’s deep pockets with the strong social network and media savvy the mothers’ group brings. The billionaire founder of Bloomberg News said last week that he’ll “devote extensive resources of my own” to the effort.

In a statement Wednesday, Bloomberg said, “Gun violence is, unfortunately, an issue that affects every community, and coming together with Moms Demand Action today will strengthen our efforts to keep guns out of the hands of dangerous individuals and save lives.”

As Say Uncle noted last night when he first reported this story, “Except that there is no grassroots and there is no high profile.”

California gun rights attorney Chuck Michel compared this merger to when the Brady Campaign and the Million Mom March merged except this time they’ll have Bloomberg’s deep pockets. From the same USA Today article, he said:

“This seems analogous to a corporate takeover, where a large company sees the advantage of acquiring the social media and brand of a target company, but their agendas are the same. In this case, their anti-Second Amendment agendas won’t change,” he says.

There is no word yet from Mr. Gabby Giffords who I imagine is a bit miffed that Bloomberg didn’t pick them as a merger partner.

The Coalition to Stop Gun Violence (sic) calls this a “game changer” on their Facebook page because they think it will give gun control “a fully-funded national grassroots movement.” Yeah, right but Josh and Ladd are still stuck in an office above a coffee shop.

* The headline is courtesy of a tweet by Gene Hoffman.

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Colt Reunites

July 16, 2013 by

Since 2003 there have been two Colt companies manufacturing firearms. There is Colt Defense LLC which manufactures the M4 carbine for the US military along with the C7 and C8 rifles through their Canadian subsidiary Colt Canada. And then there is New Colt Holding Company or, as it is better known, Colt’s Manufacturing Company. This latter company produces rifles and pistols for the civilian market including both AR-15s and 1911s.

Last Thursday, July 12th, Colt Defense LLC entered into an agreement to buy New Colt Holding Company and merge the two entities.

Andrew at Vuurwapen Blog has more on the buyout and why he thinks it will be good for the consumer.