Funds managed by Strategic Value Partners, LLC entered into an agreement to acquire Revelyst, Inc. from Vista Outdoor Inc. (NYSE:VSTO) for $1.125 billion on October 4, 2024. Funds managed by Strategic Value Partners will acquire Revelyst, Inc. in an all-cash transaction based on an enterprise value of $1.125 billion. At the closing of the SVP Transaction, SVP will pay Revelyst stockholders an aggregate of $1.125 billion, subject to a net cash adjustment, representing an estimated $19.25 in cash per share of Revelyst common stock, based on current management estimates of expected net cash of Revelyst as of the closing of the SVP Transaction. In a related transaction, Vista Outdoor also entered into an amendment to the merger agreement with Czechoslovak Group a.s. to acquire The Kinetic Group, increasing the purchase price for the Kinetic Group to $2.225 billion. Together, the CSG Transaction and the SVP Transaction represent an enterprise value of $3.35 billion for Vista Outdoor and will deliver an estimated $45 per share in cash to Vista Outdoor stockholders. The parties hereto acknowledge that SVP may attempt to arrange third party debt financing for the purpose of funding the transactions contemplated by this Agreement (the ?Debt Financing?). If agreement is terminated by the SVP, it is required to pay termination fee of $71.11 million to Vista Outdoor and if the agreement is terminated by Vista Outdoor, it is required to pay termination fee of $28.125 million to SVP.

The SVP Transaction has been unanimously approved by the Board and is expected to close by January 2025, subject to the completion of the $2.225 billion CSG Transaction, as well as the receipt of necessary regulatory approvals, company shareholder approval, any waiting period (and any extension thereof) applicable to the Transactions under the HSR Act shall have been terminated or shall have expired and the Governmental Approvals under Review Laws and other customary closing conditions.

Goldman Sachs & Co. LLC is acting as sole financial adviser to SVP; and Benjamin M. Goodchild, Robert A. Kindler and Nickolas Bogdanovich of Paul, Weiss, Rifkind, Wharton & Garrison LLP are providing legal counsel to SVP and Revelyst. Morgan Stanley & Co. LLC is acting as sole financial adviser and fairness opinion to Vista Outdoor; and Craig F. Arcella, Aaron M. Gruber and Bethany A. Pfalzgraf of Cravath, Swaine & Moore LLP are acting as legal advisers to Vista Outdoor. Moelis & Company LLC is acting as sole financial adviser and fairness opinion provider to the independent directors of Vista Outdoor and Jonathan K. Layne and Sean C. Feller of Gibson, Dunn & Crutcher LLP is acting as legal adviser to the independent directors of Vista Outdoor. Computershare Trust Company, N.A. acted as transfer agent to Revelyst. Innisfree M&A Incorporated acted as information agent to Vista Outdoor and will receive a fee of $50,000, plus certain fees and expenses, for these services.
Houlihan Lokey assisted Revelyst and SVP in arranging the financing.

Funds managed by Strategic Value Partners, LLC completed the acquisition of Revelyst, Inc. from Vista Outdoor Inc. (NYSE:VSTO) on January 3, 2025. With the completion of the SVP Transaction, Revelyst common stock has ceased trading on the New York Stock Exchange. Jefferies acted as financial advisor to Strategic Value Partners in the transaction. Eliot Relles, William Robertson and Soo-ah Nah of Dechert advised Fortress Credit Corp. and a syndicate of other co-lenders on a $450 million term loan facility. The loan proceeds were used to finance the transaction.