Bass Pro Group, LLC entered into a definitive agreement to acquire Sportsman's Warehouse Holdings, Inc. (NasdaqGS:SPWH) for approximately $810 million on December 21, 2020. Under the terms of the transaction, 43.6 million common shares would be acquired at $18 per share and restricted stock units will be cancelled and converted into right to receive $18 per unit. Great Outdoors expects to fund amounts needed to acquire Sportsman?s Warehouse under the merger agreement through a combination of available borrowings under its existing credit agreement and its cash and cash equivalents on hand at closing. Sportsman's Warehouse has been granted a go-shop period until January 31, 2020. Upon the event of termination, Sportsman?s Warehouse may be required to pay a termination fee of $9 million in case of valid termination in case of superior offer within the go-shop period or $23 million in any other circumstances. Great Outdoors may be required to pay a termination fee of $55 million. Great Outdoors will continue to operate as a private company. The transaction is subject to shareholder approval of Sportsman's Warehouse Holdings, Inc., Antitrust approvals and regulatory approvals. The statutory waiting period is scheduled to expire on February 5, 2021, but it may be extended by the Antitrust Division or the FTC. On February 5, 2021, each of Sportsman's Warehouse and Great Outdoors received a request for additional information and documentary material from the FTC pursuant to the HSR Act in connection with the transaction which extended the applicable waiting period relating to the Merger until 30 days. In connection with its review, Sportsman?s Warehouse and Great Outdoors Group have agreed to produce to the Pennsylvania Attorney General documents and information supplied to the FTC. The transaction has been unanimously approved by the Board of Sportsman's Warehouse and the Board has recommended that stockholders to adopt the merger agreement. On March 23, 2021 the shareholders of Sportsman's Warehouse approved the merger. The transaction is expected to close in second half of 2021. Ted Hassi and Kyra Bromley of Debevoise & Plimpton LLP and Keith Townsend and Robert J. Leclerc of King & Spalding LLP acted as the legal advisors to Great Outdoors. J.P. Morgan Securities LLC and Moelis & Company (NYSE:MC) acted as the financial advisors to Great Outdoors. John-Paul Motley and Andor D. Terner of O'Melveny & Myers LLP acted as legal advisor and Robert W. Baird & Co. Incorporated acted as fairness opinion provider and financial advisors to Sportsman's Warehouse Holdings, Inc. EQ Proxy Services acted as information agent with a fee of $11,500 plus reimbursement of related expenses for Sportsman's Warehouse in the transaction.