UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 2020 (September 28, 2020)
Vista Outdoor Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-36597 | | 47-1016855 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | |
| 1 Vista Way | Anoka | MN | 55303 |
| (Address of Principal Executive Offices) | | | (Zip Code) |
Registrant’s telephone number, including area code: (763) 433-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $.01 | | VSTO | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
On September 28, 2020, Vista Outdoor Inc. (the "Company") issued a press release announcing that it has been named a successful bidder in the auction process pursuant to Section 363 of the United States Bankruptcy Code conducted in connection with Remington Outdoor Company, Inc.’s (“ROC’s”) Chapter 11 bankruptcy cases pending in the United States Bankruptcy Court for the Northern District of Alabama. As a result, the Company expects to acquire certain assets related to ROC’s ammunition and accessories businesses, including ROC’s ammunition manufacturing facility in Lonoke, Arkansas and related intellectual property. The Company has agreed to pay a gross purchase price of $81.4 million for the assets to be acquired, subject to certain customary closing adjustments. The transaction is subject to the approval of the United States Bankruptcy Court for the Northern District of Alabama at a hearing currently scheduled for September 29, 2020, and other customary closing conditions. The Company will finance the purchase price to be paid at closing using cash on hand and borrowings under its existing asset-based revolving credit facility. The press release announcing the agreement is filed as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit
No. | | Description |
| | Press Release, dated September 28, 2020. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | VISTA OUTDOOR INC. |
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| | By: | /s/ Dylan S. Ramsey |
| | Name: | Dylan S. Ramsey |
| | Title: | VP, General Counsel & Corporate Secretary
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| Date: | September 28, 2020 | | |
