Remington Selling Ammo Business To SC Company

The Wall Street Journal reported yesterday that Remington Arms has agreed to sell its ammunition business for $65 million plus assumption of debt. The buyer is JJE Capital Holdings of Columbia, SC. You may not recognize JJE Capital but you will recognize one of their biggest portfolio companies – Palmetto State Armory.

From the WSJ:

Firearms maker Remington Outdoor Co. has agreed to sell its ammunition business out of bankruptcy to South Carolina-based investment firm JJE Capital Holdings LLC for $65 million plus the assumption of liabilities, subject to better offers.

The JJE offer came in the form of a stalking-horse bid, setting a floor on the sale price for Remington’s ammunition business, which the company has been marketing while in chapter 11. Remington filed for bankruptcy protection in July and has been open to selling its ammunition and firearms operations to pay off its debt.

JJE Capital is considered a “stalking horse bidder” meaning they were given the opportunity to make the first bid. This first bid then serves as a floor for the price of that asset in bankruptcy.

According to papers filed with the bankruptcy court in Alabama, JJE Capital would get Remington’s Arkansas plant, its lease on its Utah property (Barnes Bullets), any improvements made to the Utah property, all the equipment and machinery, all the existing contracts for ammunition, and all the intellectual property. All permits for things like storm water and all special licenses from ATF and the Department of State would be transferred as allowed by law.

As noted in the Wall Street Journal report, this all is subject to both court approval and to any potentially higher bids.

H/T Peter

Remington Declares Bankruptcy…Again

Remington and its subsidiary companies declared bankruptcy for the second time in little more than two years. The Chapter 11 filing was made in US Bankruptcy Court for the Northern District of Alabama. There were separate filings for Remington Arms Company LLC, Remington Outdoor Company Inc., and Remington Arms Distribution Company LLC.

In reports prior to its actual filing for bankruptcy, it had been speculated that the Navajo Nation would be the buyer to take it out of Chapter 11. According to the investing site Seeking Alpha those talks broke down.

Remington had been searching for potential buyers and was in talks to sell itself out of bankruptcy to the Navajo Nation before negotiations collapsed in recent weeks, leaving the company without a lead bidder, or stalking horse.

I had speculated along with others that having the Navajo as the owners would put a crimp in the pending lawsuit in Connecticut over liability for the Newtown murders. This would have been due to the sovereign immunity of the Navajo Nation.

The bankruptcy filings indicate assets of between $100 million and $500 million with liabilities in the same range.

The five largest creditors are all governmental entities. They include (in order) the Pension Benefit Guaranty Corporation, the State of Arkansas, the City of Huntsville, the State of Alabama, and the State of Missouri.

This is followed by companies that make smokeless powder like St. Marks and Alliant, that provide forgings and barrels like Dasan USA, and those that supply basic materials (lead, copper, brass) like Doe Run and Eco-Bat Indiana. The only tax creditor listed was the Village of Ilion, NY which came in as the 38th largest creditor. This last bit leads me to speculate that Remington had been keeping up with its payroll, income, and excise tax payments.

Now that talks with the Navajo Nation have broken down and there is no lead bidder or stalking horse, it will be interesting to see how Remington comes out of this Chapter 11 bankruptcy. In its prior bankruptcy, I think it was a forgone conclusion that the hedge fund Cerberus would transfer ownership to investors Franklin Templeton and JP Morgan.

Here, we just don’t know. I would love to see the Navajo – or any tribe – emerge as the buyers if only so as to screw the Brady Campaign and the ambulance chasing lawyers in Connecticut. Time will tell and I’ll keep reporting on it.

Remington Arms Eyeing Bankruptcy…Again

The Wall Street Journal reported Friday that Remington Arms is preparing to file for Chapter 11 bankruptcy again. If so, this will be the second time in about two years that they’ve sought the protection of the bankruptcy court.

As Michael Bane pointed out on Facebook, Remington had already shut down their AR brands and has missed out on the boom due to COVID-19. Moreover, pistols are selling like hotcakes – except for 1911s. Again, Remington missed out.

Now here is where the potential bankruptcy gets interesting. The probably lead bidder for Remington is the Navajo Nation.

From the WSJ:

The bankruptcy filing could come within days as the gun maker makes preparations for the Navajo Nation to serve as the lead bidder to purchase Remington’s assets out of chapter 11, these people said. Founded in 1816, Remington’s namesake weapons are mainstays in hunting, shooting sports, law enforcement and the military.

The Navajo Nation—a territory with roughly 175,000 people across parts of Utah, Arizona, New Mexico—could finalize a bid for Remington as soon as Friday, one of the people said. Any bid for the company would be subject to competing offers and require bankruptcy-court approval.

The timetable could be pushed back, and an offer from the Navajo Nation isn’t guaranteed to materialize, people familiar with the matter said.

The Navajo Nation, which explored buying Remington as far back as 2018, owns a set of business enterprises in industries including energy, transportation, and utilities. In 2019, a business owned by Navajo Nation purchased coal company Cloud Peak Energy’s mining assets out of bankruptcy.

What makes ownership by the Navajo Nation particularly interesting is that they have sovereign immunity. This is especially true in light of the litigation in Connecticut over Remington’s supposed liability for the Newtown murders.

Jim Shepherd of The Shooting Wire had some very astute comments on this issue today.

So what would a Navajo acquisition look like?

With their business acumen and consultants, it probably wouldn’t look very different from most other offers price-wise. But the Nation’s unique status would introduce two variables: sovereign immunity and tribal law.

Interpreting what sovereign immunity really means, especially in a business negotiation, is an assignment I’m not equipped to complete. It is a complicated relationship between the various tribes and the federal government. While their businesses generally operate under the U.S. tax codes including taxes, there are some very notable exceptions.

Tribes under the terms of sovereign immunity are shielded from litigation much the same as states. That protection “usually extends to suits arising from a tribe’s ‘off-reservation’ or commercial activities, including the activities of an off-reservation tribal casino.”

With regard to business endeavors, federal courts, according to the American Bar Association, generally do not distinguish between “governmental” and “commercial” activities. “Numerous courts,” says the ABA in Doing Business in Indian Country: A Primer “have thus held that tribal sovereign immunity extends to tribal casinos, businesses, schools and corporations (my emphasis).”

While it’s not absolute, there’s a “strong presumption” against any waiver of that immunity, and it can only be abrogated otherwise by an “unequivocal expression” of Congress.

Tribal officials and employees acting in their official capacities and within the scope of their employment are also shielded from damage suits and requests for injunctive relief. They’re also immune from subpoena enforcement to “compel production of tribal witnesses or documents.”

Think what having tribal sovereign immunity would do for a firearms manufacturer. They wouldn’t have to depend upon the Protection of Lawful Commerce in Arms Act which a President Biden and a Democrat-run Congress have promised to repeal. They could look both Brady Legal Project attorneys and ambulance chasing plaintiffs attorneys in the face and say “eff off.” Moreover, could you really imagine any Congress, Republican or Democrat majority, in these days and times trying to take immunity away from tribes?

2020 which was already an “interesting” year just got more interesting. I am anxious to see how this all plays out.

Remington Denied Cert (Updated)

The US Supreme Court has denied a writ of certiorari to Remington in their appeal of the Connecticut Supreme Court’s ruling. That ruling allowed the lawsuit by some of the families of the Newtown murders against Remington to go forward. The Connecticut Supreme Court had said Remington would not be protected by the Protection of Lawful Commerce in Arms Act.

The denial was in the Order List released this morning.

As I mentioned earlier, the anti-PLCAA forces had brought out the big legal guns with Obama’s former Solicitor General. His argument must have swayed enough justices that they voted against taking the case.

You can read more about the Connecticut Supreme Court’s ruling in the case here.

This means that the lawsuit against Remington will go to trial in Connecticut Superior Court and that the plaintiffs can go on a fishing expedition through Remington’s records.

To be blunt, this denial of cert sucks. It turns on its head the supremacy of Federal law and makes a mockery of a law passed by Congress to prevent exactly what the plaintiffs are seeking to do.

UPDATE: Dave Hardy, 2A scholar and attorney, gives his take on the SCOTUS denial of cert in the case. He still thinks the plaintiffs have a long way to go before they win.

Big point: the trial court dismissed the suit for “failure to state a claim.” This is the first stage at which a suit can be reviewed. Dismissal is only proper if it is based on the pleading, bare written allegations. The CT Supremes said only that it couldn’t be, at this stage. Plaintiff still have to prove their allegations (after discovery, they can be challenged by a motion for summary judgement, and if that’s denied, fought at trial). The CT Supremes even allowed that plaintiff may have to surmount “herculean” barriers to win.

I’ll defer to Dave given his long experience as an attorney.

Remington Arms Will Furlough Many Employees This Summer

Remington Arms will furlough up to 500 employees at its Illion, NY plant and up to 199 employees at its Huntsville, AL plant this summer. The upaid furlough will be from June 3rd until August 2nd.  The Ilion plant was already scheduled to be scheduled for a maintenance shutdown for the first two weeks of July and employees are getting paid leave for that time.

Ilion Mayor Brian Lamica had this to say to the Utica Observer-Dispatch:

Ilion Mayor Brian Lamica received word of the layoffs Tuesday. He was told that one of the product lines, employing about 280 people, will continue to run through the summer, but the rest will be idled.

“During that period there’s a normal two-week shutdown. That will be a paid vacation period for those who have paid vacation,” Lamica added.

He noted that Remington is planning to bring back the entire workforce Aug. 9.

“It’s not good,” Lamica commented of the move. “I’m optimistic things will pick up for them come early fall and everybody will be back to work. Two weeks is one thing, but two months — even though two weeks would be paid — I feel sorry for the workers and their families.”

The furlough could result in some workers leaving the area to find another job, the mayor said.

“I’ve been hearing rumors for about two weeks. I was hoping things would turn around. There’s too much in the warehouse and not enough being bought,” Lamica said.

According to the Rome (NY) Sentinel, no notice was given to the NY State Department of Labor as may be required under the New York State Worker Adjustment and Retraining Notification Act. However, in Alabama, the Department of Commerce did receive notice and has said it will work to help the impacted employees.

No stories have detailed which product assembly lines will be affected by the furloughs.

Chuck Lester of the Village of Illion Board of Trustees was interviewed by Utica WIBX Radio and had more details in the video recording of it below.

Coffee With Craig

I was interviewed by Craig DeLuz on Coffee with Craig earlier in April regarding the lawsuit brought against Remington by certain Newtown families. It was done after the Connecticut Supreme Court found 4-3 in favor of letting the suit proceed despite the Protection of Lawful Commerce in Arms Act.

Coffee with Craig is a production of the Firearms Policy Coalition.

You can view the 15 minute interview below.

This Doesn’t Make Sense To Me

The Wall Street Journal is reporting this morning that Remington Arms is planning to invest $20 million in an upgrade to its Ilion, New York plant. The news comes from local politicians who had a meeting on Wednesday with the company.

Local media outlets report that three senators and three Assembly
members met with Remington officials on Wednesday to discuss what they
could do to ensure the company keeps its plant in the Herkimer County
village of Ilion, where Remington employs about 1,200 people.

The report goes on to say that Remington themselves has no comment on the news.

Local news station WKTV Utica has more on the story. The story of the meeting of the New York legislators with senior officials from Remington Arms was the lead story on their evening broadcast.

The senior officials involved were Otto Weigl, senior vice president government and legislative affairs,
Jonathan Sprole, general counsel, and Paul Merz, Ilion plant manager. This meeting is balanced out by a meeting between Gov. Rick Perry (R-TX) and Freedom Group CEO George Kollitides in Austin, Texas. Perry tweeted a picture of himself with Kollitides while holding what appears to be a Remington Defense AR-15 and wearing a Remington jacket on March 1st.

As I said in the headline, it doesn’t make sense for Remington to invest money in plant and equipment upgrades to the Ilion plant given the NY SAFE law and the anti-gun fervor of New York’s Gov. Andrew Cuomo. That said, it could be used as a bargaining chip with the industrial and economic development teams of other states that are seeking to have the plant move to their state.

The reality is that it isn’t easy to relocate a plant of the size of the Remington plant in Ilion. While building a new plant in another state or moving the machinery wouldn’t be hard,  it would be hard to replicate the workforce. I could see Remington moving the AR, pistol, and semi-auto rifle production out of that plant and leaving the shotgun and bolt-action rifle manufacturing there. In a way that would make sense as the pistol production could be shifted to the Para USA plant in North Carolina and the AR and other semi-auto production could go to a new plant anywhere.

As with all of these things, we’ll see.