Vista Outdoor Inc has entered into a definitive agreement with BRG Sports, Inc. ("BRG Sports") to acquire BRG Sports' Action Sports division, which is operated by Bell Sports Corp. and includes the market-leading brands Bell and Giro, and C-Preme and Blackburn.
The acquisition adds a collection of branded sports equipment products serving enthusiasts of all ages in cycling, snow sports and powersports.
Products marketed under the acquired brands include helmets for cycling, snow sports, and powersports, as well as goggles, footwear and a variety of cycling accessories. The Action Sports brands are product category leaders and best-in-class innovators and industry pioneers in premium protective gear with research and product development capabilities.
The completed acquisition will be integrated into the company's Outdoor Products segment, resulting in a balancing of Vista Outdoor's brand portfolio between Shooting Sports and Outdoor Products.
"This acquisition is consistent with our strategic growth objective of becoming a world-leading outdoor sports and recreation products company," said Vista Outdoor Chairman and Chief Executive Officer Mark DeYoung.
"This is our third acquisition since becoming an independent public company one year ago, and demonstrates our commitment to creating a solid leadership position in the individual outdoor recreation market with top-tier brands and market-leading capabilities.
"The Action Sports acquisition, combined with our strong CamelBak and BollÌ© brands, positions Vista Outdoor as a leading company in cycling and snow sports equipment in both North America and Europe. Adding these innovative and well-known consumer brands to our portfolio creates a channel leadership position, enabling us to sell a broad suite of Vista Outdoor products to specialty outdoor shops, wholesalers and leading outdoor product retailers."
The transaction is subject to regulatory approvals and customary closing conditions. Vista Outdoor anticipates closing the transaction in the next 30 to 60 days.
"Vista Outdoor is a perfect new home for the Action Sports division as they join an expanding outdoor sports and recreation company comprised of market-leading brands," said BRG Sports Executive Chairman and Chief Executive Officer Terry Lee.
"Under Vista Outdoor ownership, we are confident Bell, Giro, C-Preme and Blackburn will continue to drive product innovation and lead the industry. We know they will continue to foster the strong people and product culture that makes these brands great."
Under the terms of the transaction, Vista Outdoor will pay a purchase price of $400 million, along with additional contingent consideration payable if incremental profitability growth milestones within the Powersports product line are achieved. The purchase price is subject to a customary working capital adjustment.
Vista Outdoor expects calendar year 2016 net sales for the Action Sports division of approximately $350 million. The purchase price represents a resulting effective multiple of approximately 10x the expected calendar year 2016 EBITDA for the acquired brands. Vista Outdoor intends to finance the acquisition through a combination of cash on hand, drawings on its revolving credit facility and increased Term Loan A borrowings of approximately $300 million.