Revelyst, Inc. has entered into a Sixth Amended Merger Agreement, known as the CSG Merger Agreement, with Vista Outdoor Inc., CSG Elevate II Inc., CSG Elevate III Inc., and specific provisions with CZECHOSLOVAK GROUP a.s. In this agreement, CSG Elevate III Inc. will merge into Vista Outdoor, with the latter continuing as a wholly owned subsidiary. Additionally, Revelyst and Vista Outdoor have an Amended and Restated Separation Agreement, which adjusts certain liabilities and sets terms for a potential future earn-out payment from Revelyst to Vista Outdoor.
Furthermore, Revelyst has also agreed to a Revelyst Merger Agreement with Olibre LLC and its wholly owned subsidiary, Cabin Ridge Inc., making Revelyst a wholly owned subsidiary of Olibre LLC upon the merger's completion. This is dependent on the CSG Merger's completion, necessary regulatory approvals, and other standard conditions.
Related to the Revelyst merger, equity awards will be converted to cash payments, and Revelyst, in its position as a publicly traded entity, will hold only the Revelyst Business. Revelyst will pay an SVP Parent Termination Fee to Olibre LLC if the merger agreement is terminated under certain conditions.
Vista Outdoor, CSG Elevate II Inc., CSG Elevate III Inc., Olibre LLC, Cabin Ridge Inc., CZECHOSLOVAK GROUP a.s., and Revelyst have made standard representations and warranties, and are required to make efforts to complete the Revelyst Transaction expediently.
Other entities mentioned: Andrew Keegan.