Sends Letter to Vista Board of Directors Outlining Why Tax-Free Spin-Off or Cash Offer for the Entire Company Are Superior to the Proposed Sale of The Kinetic Group

NEW YORK, July 17, 2024 /PRNewswire/ -- Gates Capital Management, Inc. ("Gates Capital Management" or "we"), an event-driven alternative asset manager that beneficially owns 5,589,041 shares, or approximately 9.6%, of Vista Outdoor, Inc. ("Vista" or the "Company") (NYSE: VSTO), today sent a letter to the Vista Board of Directors (the "Board") regarding its intention to vote AGAINST the pending sale of The Kinetic Group to Czechoslovak Group a.s. ("CSG").

July 17, 2024

Vista Outdoor Inc.
Attn: Board of Directors
1 Vista Way
Anoka, Minnesota 55303

Dear Members of the Board,

Gates Capital Management is one of the largest shareholders of Vista, beneficially owning 5,589,041 shares, or approximately 9.6%, of the Company. We are writing to the Board to express our concerns regarding the pending sale of The Kinetic Group to CSG.

We strongly oppose the sale at the proposed price of $2.1 billion and believe that Vista shareholders deserve a higher price that accurately reflects The Kinetic Group's financial strength and future potential. The Kinetic Group consistently generates substantial free cash flow, which averaged more than $400 million annually over the four years ended March 2024 (free cash flow is Operating Income plus Depreciation and Amortization, minus $20 million of annual corporate expense and $25 million of annual capital expenditures). We believe the proposed sale price does not fairly value this cash-generative asset. Additionally, the current proposal retires $500 million of inexpensive 4.5% coupon debt well ahead of its 2029 maturity. This early debt retirement transfers more than $1.50 per share of value from Vista shareholders to bondholders, which we find unacceptable. In the event of a higher bid by CSG, we believe Vista's plan to keep $250 million of cash at Revelyst after the sale is not in the best interest of Vista shareholders and the amount should be reduced to $50 million with the additional $200 million being returned to Company shareholders.

Given the inadequacy of the proposed CSG transaction, we were not surprised to see that proxy adviser Institutional Shareholder Services (ISS) recently recommended voting "AGAINST" the transaction.

Separately, we believe that the $42 per share bid from MNC Capital ("MNC") to acquire all of Vista provides a reasonable starting point for Vista to negotiate a superior transaction versus the current CSG proposal. Both the CSG transaction and MNC proposal are fully taxable, but only the MNC proposal would deliver the certainty of an all-cash payment at closing.

Finally, we would support Vista's original plan of a tax-free spin-off, separating The Kinetic Group and Revelyst into two standalone public companies. This plan could include $50 million of cash allocated to Revelyst and a commitment from The Kinetic Group to pay out at least 75% of its free cash flow in dividends and share repurchases annually. We believe this decision would provide an excellent opportunity for both businesses to deliver strong shareholder returns over time.

We urge the Board to reconsider its currently proposed transaction and to act in the best interests of all shareholders by either securing a materially higher price for the Kinetic Group, engaging with MNC to sell the entire Company, or reverting to Vista's original spin-off plan.

Sincerely,

Jeff Gates
Managing Partner
Gates Capital Management

About Gates Capital Management
Gates Capital Management is an event-driven alternative asset manager for institutional and private clients globally. Gates Capital was founded in 1996 and today has more than $2 billion in assets under management. Further information is available at .

Cautionary Statement Regarding Forward-Looking Statements

This press release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person. The information herein contains "forward-looking statements". Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct or that any of the objectives, plans or goals stated herein will ultimately be undertaken or achieved. If one or more of such risks or uncertainties materialize, or if Gates Capital Management, Inc's ("Gates") underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Gates that the future plans, estimates or expectations contemplated will ever be achieved.

Media Contacts:
ASC Advisors
Taylor Ingraham / Morgan Davis
[email protected] / [email protected]
203-992-1230

Investor Contact:
Paul Lucas
Managing Director
[email protected]
212-626-0290

SOURCE Gates Capital Management