Two New Stories I’m Following

This is going to be a quick post without much detail or analysis as I am heading out of town shortly.

First, the US Supreme Court ruled unanimously in favor of the NRA in the case of National Rifle Association v. Vullo. The court’s opinion was written by Justice Sonia Sotomayor. The full 31-page opinion is here. Justices Gorsuch and Jackson had concurring opinions. The SCOTUS vacated the 2nd Circuit’s decision and remanded for further proceedings.

From the opinion:

Six decades ago, this Court held that a government entity’s “threat of invoking legal sanctions and other means of coercion” against a third party “to achieve the suppression” of disfavored speech violates the First Amendment. Bantam Books, Inc. v. Sullivan, 372 U. S. 58, 67 (1963). Today, the Court reaffirms what it said then: Government officials cannot attempt to coerce private parties in order to punish or suppress views that the government disfavors. Petitioner National Rifle Association (NRA) plausibly alleges that respondent Maria Vullo did just that. As superintendent of the New York Department of Financial Services,
Vullo allegedly pressured regulated entities to help her stifle the NRA’s pro-gun advocacy by threatening enforcement actions against those entities that refused to disassociate from the NRA and other gun-promotion advocacy groups. Those allegations, if true, state a First Amendment claim.

I would see also Stephen Gutowski’s report on this as it will be updated. There is no official comment from the NRA as of yet but they did have this graphic posted on Twitter.

The other story that I’ve been following broke a couple of days ago. Vista Outdoor rejected the revised offer from MNC Capital while confirming their acceptance of the offer from Czechoslovak Group (CSG) for the Kinetic Group aka Vista’s ammo business. CSG has also increased their offer by $50 million which makes it a total of $1.96 billion. Assuming that the shareholders approve it and the Committee on Foreign Investment in the United States allows the transaction to continue, Vista shareholders will receive one common share of Revelyst stock and a cash payment of $16 for every current share of Vista Outdoor owned.

The Wall Street Journal had a long article on this transaction on May 22nd. It paid particular attention to the objections of Sen. J. D. Vance (R-OH) and former Sec. of State Mike Pompeo. The major emphasis of their objections seem to be that it would give a foreign company too much control of the US gunpowder, primer, and ammo market.

More On CSG Plan To Purchase Kinetic Group

I have a number of posts up on the plans of the Czechoslovak Group (CSG) to purchase the ammunition producing portion of Vista Outdoor (Kinetic Group) as well as on a competing bid. In today’s Outdoor Wire, Jim Shepherd has a very interesting post about behind-the-scenes moves to sabotage the CSG acquisition of The Kinetic Group.

Yesterday, a pair of letters from CSG’s top management to a United States Senator and the CEO of the National Sheriffs Association seem to indicate there’s been a sophisticated PR campaign being waged against the CSG/Kinetic deal.

The letters address misconceptions, if not outright falsehoods, regarding the deal. They also raise another unanswered question: who’s trying to stop this deal?

Some Wall Street observers are saying- not for attribution- they suspect CSG’s being forced to address a disinformation campaign designed to drive the Vista Board of Directors to a possible alternative deal from MNC Capital Partners.

The US Senator is Sen. J. D. Vance (R-OH). In a letter to Treasury Secretary Janet Yellen dated January 24th, Vance asserts in the letter that he has reservations about the CSG purchase of the Kinetic Group due to CSG’s “alleged ties to the inner circle of Russian President Vladimir Putin.” These alleged ties are not connected to CSG’s ammunition business but rather its Tatra heavy truck component.

CSG CEO and owner Michal Strnad addressed these concerns in a letter to Sen. Vance yesterday.

He said, in part:

Senator, with all due respect, your assessment of us was profoundly mistaken. CSG is one of the most important private supporters of the Ukrainian military effort, a country to which we have supplied much-needed weapon systems dating back to 2018, well before the outbreak of open Russian aggression. Since the Russian army’s attack on Ukraine, we have supplied the Ukrainian Army – with the help of the government of the Czech Republic and other NATO countries, including the U.S. – over a hundred pieces of heavy equipment and, most importantly, hundreds of thousands of pieces of artillery ammunition, of which we are one of the most important European manufacturers….

any speculation about the CSG’s connection to the Putin regime should be considered nonsense. We nevertheless explicitly note that CSG has never had any ties to Putin’s regime and there is no reason why we would have such ties, given that we have never supplied any defense products to Russia. Past export of our civilian products – namely trucks for the mining industry – was negligible, and after the outbreak of Russian aggression against Ukraine, it was unilaterally terminated by us. CSG has also never violated any arms embargo and has never been investigated for doing so, let alone sanctioned.

We understand that the sale of major producers of small caliber ammunition to a foreign company, even if it is a company from a NATO member state that is a close ally of the U.S., attracts well-deserved attention. In today’s global world, however, it is not important which allied country the buying company is based, but what its track record is and what value it can bring to the American ammunition manufacturers associated in The Kinetic Group.

It now appears that Sen. John Kennedy (R-LA) who usually is more thoughtful is jumping on the anti-CSG bandwagon. Yesterday, he sent a letter to Sec. Yellen questioning whether CSG had ties to China and added his concerns about a foreign company controlling so much of the market for primers. He goes on to add that this sale of the Kinetic Group to CSG could make Olin’s Winchester as the sole source supplier to run the Army’s Lake City Ammunition Plant.

I’m with Jim Shepherd on this. There seems to be a concerted effort to torpedo the CSG purchase of the Kinetic Group and you have to wonder why. The Czechs have become valued Nato partners and have great reason to hate the Russians. Moreover, there is little publicly available information about MNC who is the other suitor for the Kinetic Group.

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.

Czechs Making Moves In The Firearms Industry

Companies in the Czech Republic certainly have been making some moves in the last couple of months. This includes both Czechoslovak Group a.s. (CSG) and Colt CZ Groupe SE.

First was the Czechoslovak Group (CSG) agreeing to purchase Vista Outdoor’s Sporting Products group. The Sporting Products group are the ammunition, smokeless powder, and components group of Vista Outdoor. As I reported earlier, the Sporting Products groups was going to be renamed The Kinetic Group and be an independent company by the end of 2023. Then, in mid-October, Vista Outdoor changed plans and announced they agreed to sell the Sporting Products group to Czechoslovak Group (CSG) for $1.91 billion.

Last week on the 12th of December, the deal received anti-trust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. While the deal still must get other governmental approvals before it can close, this was a major hurdle.

In the interim between the announcement that Czechoslovak Groups was purchasing the Sporting Products group and the anti-trust clearance, another Czech company, Colt CZ Groupe SE, proposed a merger with Vista Outdoor for the entirety of the company. This was on November 22nd. The combined cash and stock transaction was valued at $30 per share of Vista Outdoor common stock.

Vista Outdoor’s board of directors after consulting with their financial and legal advisors rejected the unsolicited bid from Colt CZ Groupe SE on November 29th. Among the reasons for rejecting this unsolicited bid was that it undervalued Vista Outdoor, that it didn’t provide adequate detail with which to measure the $30 per share offer, and that it didn’t provide the details of the debt and equity financing needed to complete the deal nor whether any binding commitments had been obtained.

Czechoslovak Group was not finished with their acquisitions. On Friday, December 15th, they announced they had purchased a majority stake in family-owned fine shotgun makers Armi Perazzi S.p.A. While terms were not announced, CSG will own 80% of the company while the Perazzi siblings will retain 20%. The company will continue to be managed by the Perazzi family and the current management team.

Michal Strnad, owner and CEO of CSG, said on the acquistion:

Armi Perazzi is a prestigious brand in the field of firearms for sport shooters and elite hunters. At the same time, it is a stable and prosperous company that the Perazzi family excellently manages. The motivation for this acquisition is not only financial but also to strengthen CSG’s international prestige and reputation as a global and innovative industrial group expanding in Europe and the USA.

Today, Colt CZ Group SE announced that they had agreed to purchase 100% of Czech ammunition company Sellier & Bellot in a combined cash and stock transaction from CBC Europe S.à r.l. (“CBC”). In addition to $350 million in cash, CBC will get approximately 27-28% of new issue Colt CZ common stock. Colt CZ with use existing cash and debt financing for the transaction which will close in the first half of 2024.

Jan Drahota, CEO of Colt CZ, had this to say on the acquistion:

“We are proud to welcome one of the oldest and most important producers of small caliber ammunition, Sellier & Bellot, to Colt CZ Group. This acquisition fits into our long-term strategy to expand not only in our core segment of small arms, but also in related areas, with ammunition being a natural complement to our products. 

CBC Global Ammunition, in addition to Sellier & Bellot, owns Magtech, CBC Brazil, and MEN Germany. Magtech will continue to serve as the US distributor for Sellier & Bellot after the sale to Colt CZ. Fabio Mazzaro, CFO for CBC Global Ammunition, calls this the “starting point of an impactful strategic collaboration.” He went on to add that they were convinced of Colt CZ’s long term vision and that this transaction will lead to “remarkable value creation between the ammunition and firearms segments.

To sum up, Czechoslovak Group (CSG) will be acquiring both Vista Outdoor’s Sporting Products group and a majority stake in Perazzi shotguns. Meanwhile, Colt CZ Groupe will be buying Czech ammunition maker Sellier & Bellot.

Vista Outdoor Sells Ammo Business To Czechoslovak Group

Vista Outdoor had been planning to spin off their Sporting Products group as an independent business. The Sporting Products group included Federal, Remington, CCI, Speer, Alliant Powder, Hevi-Shot, and Estate Cartridges. They had adopted the name The Kinetic Group for the spun-off company. The spin off was to happen in the fourth quarter of this year.

That was announced at the beginning of September. Between then and this morning, things changed. It was announced this morning that Vista Outdoor would sell the Sporting Products group aka The Kinetic Group to Czechoslovak Group for $1.91 billion dollars in an all cash transaction. Czechoslovak Group (CSG) is a a Czech-based holding company with over 30 companies and 10,000 employees worldwide.

CSG has a number of divisions including CSG Aerospace, CSG Defence, CSG Mobility which makes Tatra trucks, and CSG Ammo. This last division includes ammo companies Fiocchi, Italy-based Baschieri & Pellagri, and UK-based Lyalvale Express. Fiocchi has plants in Italy, the UK, and in Ozark, Missouri which is just outside of Springfield.

Jason Vanderbrink will remain as CEO of the Sporting Products business under CSG and it will remain headquartered in Anoka, Minnesota. The leadership team of this business will include “Al Kerfeld, CFO; Jeff Ehrich, General Counsel and Corporate Secretary; and Mark Kowalski, Controller and Chief Accounting Officer.”. The current CFO of Vista Outdoor will remain with Vista which is being renamed Revelyst.

Gary McArthur, interim CEO of Vista Outdoor, noted that the previous plans to spin off the Sporting Products business allowed them to pivot easily to making it a sale rather than a spin-off. He added that he thought a sale would provide a better way to maximize value for shareholders.

Jason Vanderbrink added:

“We are confident that CSG is a great home for our leading ammunition brands,” said Jason Vanderbrink, CEO of Sporting Products. “The company is fully committed to our iconic American brands and expanding our legacy of U.S. manufacturing, support for military and law enforcement customers, and investments in conservation and our hunting and shooting heritage. We are excited to work closely with the CSG team as we enter this next phase and position our brands for long-term success.”

Michal Strnad, CEO and 100% owner of CSG, said he was looking forward to partnering with Vanderbrink and his leadership team. He went on to add that he and CSG were “committed to expanding their legacy of U.S. manufacturing and providing resources to accelerate their growth.”

An investor call concerning the sale was held at 9am EDT this morning. It was recorded and you can listen to it here. You will need to register your name and email. A PDF of all the slides is here.

Vista Outdoor’s Sporting Products To Be Named The Kinetic Group

Vista Outdoor announced in May 2022 that they were splitting the company into two segments. The segment dealing with ammunition and powder was called Sporting Products. Meanwhile the segment dealing with other products such as Bushnell scopes, CamelBak packs, and Bell bicycle helmets was called Outdoor Products. Both companies would be publicly traded, independent companies.

Yesterday, Vista Outdoors announced the Sporting Products would adopt the name The Kinetic Group with the ticker symbol of HUNT. The CEO of The Kinetic Group will be Jason Vanderbrink who has been heading both Federal and Remington. Management unveiled the new name to employees in Lewiston, Idaho at the CCI-Speer plant.

Vanderbrink said this about the renaming of the Sporting Products segment:

“The performance of our products is so often measured in energy on target. Kinetic energy is the force behind our world-class brands and exhibits the spirit of the 4,500 American workers who represent our company,” said Jason Vanderbrink, Sporting Products President and CEO. “The process of developing a new company name and identity has been exciting and inspiring. We’re all proud of the brands we represent and the products we make in our four American factories. Harnessing the enthusiasm of our employees throughout this process was pivotal to coming up with the best name and logo as we move closer to becoming a standalone company.”

Eric Nyman will become CEO of Outdoor Products on August 21st. The new name for this segment of Vista Outdoor has not yet been announced but is expected in the coming weeks. In the meantime, Gary McArthur will continue as interim CEO of Vista Outdoor until the completion of the spinoff. He will then serve as the Chairman of the Board for the Outdoor Products company.

The Kinetic Group did a short video of the announcement of the new name.

Savage Chambers Firearms In 400 Legend

Winchester Ammunition, a division of Olin Corporation, announced a new cartridge called 400 Legend at the recent NRA Annual Meeting. It is a straight walled cartridge aimed at hunters in those states, primarily in the Mid-West, that prohibit the use of necked cartridges for deer hunting.

The cartridge is reported to have double the energy of a 12 gauge slug at 100 yards, 55% less recoil than a 12 gauge slug, and 20% more energy than the venerable .30-30 Winchester. It is an upgrade over the 350 Legend. The representative that I spoke with at the NRA Annual Meeting denied that they were trying to one-up the Federal/Remington 360 Buckhammer and that they had been working on it long before the SHOT Show.

In today’s email, I received a press release from Savage Arms announcing their plans to chamber a number of their rifles in 400 Legend.

Savage Arms is proud to partner with Winchester® Ammunition to bring deer hunters several rifles chambered in 400 Legend in time for 2023 hunting seasons. The new hard-hitting, yet mildly recoiling, caliber means new opportunities for deer hunters across the country. Savage will launch the 400 Legend in the 110 Apex Hunter XP, 110 Hog Hunter and Axis II XP—but will also chamber it in another 11 models in 2023.   

Straight-walled cartridges, and especially the 400 Legend’s predecessor the 350 Legend, were born for states like Ohio and Michigan. The premise being bring modern projectiles and cartridge technologies to areas, states and hunters originally limited to shotgun slug or historically limited rifle caliber options. Due to the popularity of these cartridges that has been driven by performance—straight-wall options have gained traction outside of traditional shotgun slug areas as well. The 400 Legend will no doubt continue this legacy and Savage has responded by adding it to so many rifles in its lineup.

You are probably saying to yourself, “That’s nice but so what!”.

Federal and Remington, makers of the 360 Buckhammer ammo, are part of the Sporting Products Division of Vista Outdoor. Savage Arms was a division of Vista Outdoor from 2013 until 2018 when it was spun off in a leveraged-buyout to return to its roots as an independent company. If they still had been part of Vista Outdoor, I would think that they would have gone with the Federal/Remington 360 Buckhammer from sister companies over the 400 Legend.

I am neither pro-Legend nor anti-Buckhammer. I just found it interesting that a former division of Vista Outdoor went with a competitor’s new cartridge instead of one from their old sister companies.

Vista Outdoor To Split Company

Vista Outdoor, itself a spinoff from Alliant Techsystems or ATK in 2015, announced plans today to split itself into two separate publicly traded companies. One company will be devoted to the outdoor brands such as CamelBak, Camp Chef, and Bushnell while the other company will be composed of the ammunition companies including Federal, Remington, CCI, and Speer. The new names will be announced at a later date.

Chris Metz, Vista Outdoor’s current CEO, will be CEO of the new outdoor brand company which will be headquartered in Bozeman, Montana. Jason Vanderbrink, the current president of the sporting products division of Vista Outdoor, will be appointed CEO of the new ammunition-centric company upon the completion of the spinoff. That company will be headquartered in Federal’s hometown of Anoka, Minnesota.

Looking over the different brands within each division, it appears, if I understand it correctly, that both reloading and hunting products such as RCBS and Primos will remain with the outdoors products company.

From CEO Chris Metz on the decision to split into two companies:

“Over the past few years, we’ve made significant progress executing on our strategy to grow our leading portfolio of brands, driving operational efficiencies and delivering value to our shareholders,” said Chris Metz, Chief Executive Officer of Vista Outdoor. “As a result of our efforts, we have built strong businesses that are well-positioned for continued growth and success as independent companies. As a result of the separation, our Outdoor Products and Sporting Products businesses will have resources, management teams and capital allocation priorities tailored to their respective strategic goals. We are confident that this increased focus will better allow each company to deliver long-term value for its shareholders, employees, customers and other stakeholders. The Centers of Excellence we have built will reside within the Outdoor Products business and continue to provide meaningful industry differentiation.”

“Following a thorough assessment of Vista Outdoor’s businesses, operations and value creation opportunities, the Board determined that a spin-off of its Outdoor Products business would unlock significant value,” said Michael Callahan, Chairman of the Board of Directors. “We are committed to working together through this transformative process to ensure that each company is optimized with the right teams and resources in place so that it can continue to deliver innovative, quality products that enhance outdoor experiences and create value for its shareholders.”

One impact from this spinoff or split is that the sporting products component will be the only major, pure ammunition, publicly traded company in the US. Olin, which owns Winchester, is also a major industrial chemical company. Even AMMO, Inc. has other components such as gunbroker.com which are not involved in the manufacture of ammunition.

Expect Higher Ammo Prices In 2022

I hate to be the harbinger of bad news but rises in raw materials combined with supply constraints will mean higher ammo prices in 2022. The ammo companies of Vista Outdoor which include Federal, Remington, CCI, Speer, and HeviShot have announced a price increase effective April 1st.

From the story at The Firearm Blog:

December 21, 2021 

Dear Customer: 

Thank you for your business and for your continued support of American jobs and manufacturing. As we continue to see supply chain constraints and increases in our raw materials, we are increasing our pricing to help offset those rising costs. 

Effective 4/1/2022, CCI, Federal, Hevi–Shot, Remington, and SPEER ammunition will take the following price increases: 

  • Primers – 5%
  • Powder – 5%
  • Handgun – 2-8%
  • Rifle – 3-8%
  • Shotgun – 3-12%

Additionally, due to continued demand, NO new Primer orders will be accepted until further notice. 

Unless you notify us to cancel an order, we will reprice all existing and future orders shipped on or after 4/1/2022 to the new prices. 

You will receive your finalized price list no later than March 15th, 2022

Thank you for your continued support of our brands and our American workforce

Jason R. Vanderbrink

President, Ammunition 

As you can read in the letter from Mr. Vanderbrink, reloaders are really going to be hurt as they are not accepting orders for primers. The price increase by 5% is what it is but it doesn’t matter if you just cannot get primers at all. There are four companies making primers in the US – CCI, Federal, Remington, and Winchester – and three of the four are Vista Outdoor companies. There are foreign manufacturers such as Sellier & Bellot, Armscor, and Fiocchi but they have their issues as well.

Vista Outdoor On Bid For Remington Ammo Business

In my email this morning before 8am was a notice that Vista Outdoor had a filing with the Securities and Exchange Commission. It turns out it was their press release on their successful bid for the ammunition business of Remington.

Here is what they are saying, in part, about their winning bid for Remington’s ammunition business:

“Remington ammunition and accessories have a storied role in America’s sporting heritage, with a legacy dating back to 1816,” said Chris Metz, Vista Outdoor Chief Executive Officer.  “We are excited and honored to add the iconic Remington brand and green box to Vista Outdoor’s portfolio of ammunition brands, and Remington accessories to our portfolio of Hunting and Shooting Accessories.  The Remington brand is beloved by hunting and shooting sports enthusiasts everywhere and we look forward to restoring it to greatness by leveraging Vista Outdoor’s scale, manufacturing infrastructure, distribution channels and Centers of Excellence.

“We see a clear path to value creation.  With our deep expertise and resources, we can transform Remington’s ammunition and accessories businesses to create a more efficient, profitable and sustainable operation.  At the same time, by rescuing the Remington ammunition businesses from bankruptcy, we will protect hundreds of jobs, support wildlife and habitat conservation and ensure that hunting and shooting sports enthusiasts can continue to purchase their favorite ammunition and accessories. We look at this acquisition as a means of better serving millions of consumers with the products they love from one of the country’s original and best-known brands, while furthering Vista Outdoor’s mission of being a powerhouse of passionate outdoor sports and recreation brands,” Metz added.

The Vista Outdoor bid was $81.4 million. For that, they will get the Lonoke, Arkansas manufacturing plant plus “intellectual property, including the Remington brand and trademarks.” They will be paying for it with cash on hand plus their credit line. The deal will close early in the 3rd Quarter of 2021.

They noted that Remington had $200 million in ammunition sales for 2019.

Of course, this is all dependent upon the approval of the US Bankruptcy Court for Northern Alabama in their hearings on Tuesday, September 29th.