Vista Outdoor (Bell Helmets) to Acquire Fox Racing

mag250
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Edited Date/Time 7/8/2022 9:02pm


https://sgbonline.com/vista-outdoor-to-acquire-fox-racing/

"Vista Outdoor, Inc. announced it had entered into a definitive agreement to acquire Irvine, CA.-based Fox Racing, the manufacturer of motocross, mountain bike and lifestyle-related gear, at a purchase price of $540 million, with the potential for an additional $50 million earnout based on the company’s financial performance.

Vista said Fox Racing, with its 50-year history, “aligns perfectly with Vista Outdoor’s existing portfolio of leading outdoor brands.”

Vista Outdoor’s product segments include CamelBak, Bell, Giro, Camp Chef, Bushnell, Bushnell Golf, Foresight Sports, Stone Glacier, and QuietKat.

Fox Racing grew net sales by a compound annual growth rate of approximately 20 percent from the calendar year 2019 to 2021 with expected growth above that in the calendar year 2022.

“Over the last four years, we have built a diversified portfolio of iconic outdoor brands led by a proven leadership team that continues to execute well and drive strong results for our shareholders,” said Chris Metz, Vista Outdoor CEO. “With the acquisition of Fox Racing, we are continuing the successful implementation of our strategy to use accretive acquisitions to expand our leadership position and ability to capitalize on long-term growth opportunities in outdoor recreation. The Fox Racing acquisition meets all of our financial and strategic acquisition criteria, even before taking into account potential benefits from combining Fox Racing with our existing business. I am pleased that we have been able to continue to add category-leading brands like Fox Racing to our portfolio while maintaining a strong balance sheet and reinvesting in our existing business to drive organic growth.

“Fox Racing is an ideal fit for our portfolio with a reputation for high-quality helmets, protective gear and apparel for motocross and mountain biking. Motocross and mountain biking are growing and familiar categories for Vista Outdoor. Fox Racing is synergistic with our existing action sports business unit, including Bell Helmets, Giro, Blackburn, Krash, Copilot, and Raskullz. The addition of Fox Racing to our portfolio will allow us to target multiple consumer demographics across mountain and road biking, skiing/snowboarding and powersports. We expect that Fox Racing and our legacy teams will find multiple opportunities to leverage core competencies, enhance supply chain efficiency and resiliency and better serve our customers and consumers to drive future growth. We believe the combined platform will make each business stronger and more profitable tomorrow than they are today while allowing us to continue delivering long-term returns for shareholders. Following our separation, previously announced on May 5, we expect to be one of the largest outdoor recreation companies in the industry,” concluded Metz.

Jeffrey McGuane, CEO, Fox Racing, will continue to lead the company following the close of the acquisition, as will all of Fox Racing’s leadership team.

“We’re excited to join the Vista Outdoor family,” McGuane said. “Together, we can leverage the heritage of our leading brands, enjoy new supply chain synergies, expand our deep and established channels and target an expanded customer base. Combined with enhanced access to capital for innovation and scale, we believe this transaction is a win-win for all involved. Vista Outdoor’s leadership team has proven they have an effective, repeatable acquisition model, making Vista Outdoor the clear acquirer of choice for Fox Racing. It is not often that an acquired company can remain true to its culture and customer base while also tapping into the benefits of Vista Outdoor’s Centers of Excellence, vast retail partnerships, innovation engines and a leadership team that enables a founder’s mentality and results-driven culture.”

Fox Racing will be part of Vista Outdoor’s Outdoor Products segment and included in its Outdoor Products Company at the completion of the previously announced separation.

Altamont Capital Partners own Fox Racing. Altamont originally invested in Fox via majority recapitalization in 2014.

In a separate statement, Altamont Capital Partners Co-Founder and Managing Director Keoni Schwartz said, “Altamont has been proud to partner with the Fox Racing team to build upon the legacy and leadership of the brand. Altamont believes in making purposeful, long-term investments that allow us to build strong businesses through collaborative work with our partners. We are grateful for the leadership of CEO Jeff McGuane and the efforts of the entire Fox Racing family. We are proud of what we accomplished together during our partnership.”

Vista Outdoor agreed to pay a gross purchase price of $540 million, subject to certain customary closing adjustments and not including contingent incentives of up to $50 million, upon achieving certain EBITDA targets.

For the calendar year 2022, Fox Racing’s full-year net sales and adjusted EBITDA are expected to be roughly $350 million and $55 million, respectively. Vista Outdoor expects the transaction to be immediately accretive to earnings, excluding transaction costs, transition costs, and inventory step-up.

Vista Outdoor expects to finance the acquisition through a $600 million asset-based revolving credit facility, which will replace its existing asset-based revolving credit facility and a $350 million secured term loan facility.

Vista expects to close the transaction in the second fiscal quarter of FY 2023 subject to the receipt of regulatory approvals and other customary closing conditions. Following the closing of this transaction, Vista Outdoor’s leverage ratio is expected to be below 1.5 times, within the target leverage ratio of one to two times.

Vista will provide updated fiscal 2023 guidance when it reports the first quarter of fiscal 2023 earnings on July 28, which is in line with historical cadence.

Robert W. Baird & Co. served as financial advisor, and Ropes & Gray LLP served as legal advisor to Fox Racing. Morgan Stanley & Co., LLC served as financial advisor, and Reed Smith LLP served as legal advisor to Vista Outdoor. JPMorgan Chase Bank, N.A. has also provided financing advice to Vista Outdoor with Capital One, N.A., acting as joint lead arrangers and bookrunners. Cravath, Swaine & Moore LLP served as legal advisor to Vista Outdoor in connection with transaction financing."
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Jesse318pnw
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7/6/2022 8:02am
Wow! That is a lot of financial transparency we have never seen in the moto industry before:

For the calendar year 2022, Fox Racing’s full-year net sales and adjusted EBITDA are expected to be roughly $350 million and $55 million, respectively.

I believe it was said on Pulp by someone other than Steve that RC had equity/ownership in Fox. I hope he made a fortune off this deal.
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7/6/2022 8:23am
Fox already has been ran by douches. Their ownership cant get worse. Right when the economy collapsed in 2008 they raised their minimum dealer order to be a dealer to $5K yearly and they dont accept any returns of gear that doesnt sell. You have to be an idiot to carry Fox. I think shops that carry Fox just a wanna act cool and get Fox gear for their girlfriend or kids. Because its not a good business decision
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JazzyJJ
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7/6/2022 8:28am
Fox already has been ran by douches. Their ownership cant get worse. Right when the economy collapsed in 2008 they raised their minimum dealer order to...
Fox already has been ran by douches. Their ownership cant get worse. Right when the economy collapsed in 2008 they raised their minimum dealer order to be a dealer to $5K yearly and they dont accept any returns of gear that doesnt sell. You have to be an idiot to carry Fox. I think shops that carry Fox just a wanna act cool and get Fox gear for their girlfriend or kids. Because its not a good business decision
Do other gear companies accept stuff that doesn't sell? I'm not aware of any other industries that work that way bar magazines, so that would be pretty crazy.
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crf250pilot
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Manning, OR US
7/6/2022 8:46am
Fox already has been ran by douches. Their ownership cant get worse. Right when the economy collapsed in 2008 they raised their minimum dealer order to...
Fox already has been ran by douches. Their ownership cant get worse. Right when the economy collapsed in 2008 they raised their minimum dealer order to be a dealer to $5K yearly and they dont accept any returns of gear that doesnt sell. You have to be an idiot to carry Fox. I think shops that carry Fox just a wanna act cool and get Fox gear for their girlfriend or kids. Because its not a good business decision
This is exactly why our small race shop could never carry fox. Hopefully they make some positive changes.
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The Shop

PTshox
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7/6/2022 12:32pm
crusty_xx wrote:
That's a huge valuation. 10-11x Ebitda
Yes! I was thinking the same thing. Take the money and run.
aeffertz
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7/6/2022 12:38pm
Isn’t this just one billion dollar company selling an investment it purchased years ago to another billion dollar company for profit?
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7/6/2022 12:43pm
I'm done with Fox when they put an emphasis on MTB over MX. The last moto company I would support.
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j100
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Newport Beach, CA US
7/6/2022 12:53pm
Fox already has been ran by douches. Their ownership cant get worse. Right when the economy collapsed in 2008 they raised their minimum dealer order to...
Fox already has been ran by douches. Their ownership cant get worse. Right when the economy collapsed in 2008 they raised their minimum dealer order to be a dealer to $5K yearly and they dont accept any returns of gear that doesnt sell. You have to be an idiot to carry Fox. I think shops that carry Fox just a wanna act cool and get Fox gear for their girlfriend or kids. Because its not a good business decision
I’m going to go out on a limb here……. If they just sold for $540mm at 10x11 EBITA.. that means they sold a pile of gear. How can that be a bad business decision for a retailer?
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mtl
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7/6/2022 12:55pm
j100 wrote:
I’m going to go out on a limb here……. If they just sold for $540mm at 10x11 EBITA.. that means they sold a pile of gear...
I’m going to go out on a limb here……. If they just sold for $540mm at 10x11 EBITA.. that means they sold a pile of gear. How can that be a bad business decision for a retailer?
Nothing related to the spreadsheet view of the business.

It's a saturated and crowded market with newer and hotter upstart brands.
mtl
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7/6/2022 12:57pm
I'm done with Fox when they put an emphasis on MTB over MX. The last moto company I would support.
I'd be asking myself why that is the case?

My sense is that a lot more people ride MTB's (and buy gear) than MX. You focus on the larger market not the one you love.
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dancolvin633
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7/6/2022 1:20pm
Fox already has been ran by douches. Their ownership cant get worse. Right when the economy collapsed in 2008 they raised their minimum dealer order to...
Fox already has been ran by douches. Their ownership cant get worse. Right when the economy collapsed in 2008 they raised their minimum dealer order to be a dealer to $5K yearly and they dont accept any returns of gear that doesnt sell. You have to be an idiot to carry Fox. I think shops that carry Fox just a wanna act cool and get Fox gear for their girlfriend or kids. Because its not a good business decision
Honestly, $5k minimum order to become a dealer is not a lot of money. It’s pretty easy to get to 5k when you stock gear, helmets, boots, protective etc.... And if you have a good rep that helps you move non current stuff it’s not an issue. And I know for a fact in some cases if you have stuff that’s not moving you can swap it out for current stuff as a last resort. I can assure you Macy’s can’t send clothing back to their vendors. Bring on the down votes!!! I can hear them already
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7/6/2022 1:26pm
I'm done with Fox when they put an emphasis on MTB over MX. The last moto company I would support.
Wait til you find out Honda started making cars.
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gt80rider
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7/6/2022 1:38pm
Fox already has been ran by douches. Their ownership cant get worse. Right when the economy collapsed in 2008 they raised their minimum dealer order to...
Fox already has been ran by douches. Their ownership cant get worse. Right when the economy collapsed in 2008 they raised their minimum dealer order to be a dealer to $5K yearly and they dont accept any returns of gear that doesnt sell. You have to be an idiot to carry Fox. I think shops that carry Fox just a wanna act cool and get Fox gear for their girlfriend or kids. Because its not a good business decision
Honestly, $5k minimum order to become a dealer is not a lot of money. It’s pretty easy to get to 5k when you stock gear, helmets...
Honestly, $5k minimum order to become a dealer is not a lot of money. It’s pretty easy to get to 5k when you stock gear, helmets, boots, protective etc.... And if you have a good rep that helps you move non current stuff it’s not an issue. And I know for a fact in some cases if you have stuff that’s not moving you can swap it out for current stuff as a last resort. I can assure you Macy’s can’t send clothing back to their vendors. Bring on the down votes!!! I can hear them already
X2... 5k in gear a year? Hell I probably spend that myself.... should be nothing to an actual gear retailer
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Premix
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7/6/2022 1:49pm
Fox will be done with moto. End of an era.
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7/6/2022 2:17pm
Fox already has been ran by douches. Their ownership cant get worse. Right when the economy collapsed in 2008 they raised their minimum dealer order to...
Fox already has been ran by douches. Their ownership cant get worse. Right when the economy collapsed in 2008 they raised their minimum dealer order to be a dealer to $5K yearly and they dont accept any returns of gear that doesnt sell. You have to be an idiot to carry Fox. I think shops that carry Fox just a wanna act cool and get Fox gear for their girlfriend or kids. Because its not a good business decision
Can confirm. I have a buddy who used to work at a smaller shop. They stocked Fox for years. They went to place an order and were informed they were no longer able to purchase. How messed is that?
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early
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7/6/2022 2:54pm
Premix wrote:
Fox will be done with moto. End of an era.
I wouldn't be surprised to see heavy FOX presence in Walmart in the future.
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rosebud441
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7/6/2022 2:56pm
UGH, it was so sad to see JT get all paint bally too...
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early
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7/6/2022 3:25pm
rosebud441 wrote:
UGH, it was so sad to see JT get all paint bally too...
Didn't the founder decide to take the brand in that direction?
731chopper
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7/6/2022 4:54pm
early wrote:
Didn't the founder decide to take the brand in that direction?
Yeah I think in a podcast matthes did with him he talked about the paintball stuff coming around the time he was getting tired of being sued by people hurting themselves in JT gear so paintball is the direction they went.
AngryBear
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7/6/2022 6:54pm
fox's site main menu has prioritized mtb over mx for months. meaning, it defaults to a user looking for mtb gear, not moto...

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CHaynes
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7/7/2022 4:52am
Im guessing everyone on here who is claiming to "never wear Fox again" doesn't wear, or will never wear, a Bell Helmet either based on the information in the article.
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DunnySeat
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7/7/2022 5:33am
A lot of action sports companies lost their souls between 2008-2011, not just fox.
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system
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7/7/2022 6:16am
I was surprised to see their sales near $350m, TBH. I thought FOX was maybe $150-200m. As others have mentioned, I don't see the FOX head nearly as much as I used to. Shoot, I see the 100% logo way more than FOX, now. AS a brand, I think FOX is much better off with Vista than with the PE owners.
7/7/2022 7:11am
system wrote:
I was surprised to see their sales near $350m, TBH. I thought FOX was maybe $150-200m. As others have mentioned, I don't see the FOX head...
I was surprised to see their sales near $350m, TBH. I thought FOX was maybe $150-200m. As others have mentioned, I don't see the FOX head nearly as much as I used to. Shoot, I see the 100% logo way more than FOX, now. AS a brand, I think FOX is much better off with Vista than with the PE owners.
Come down to the south, I bet around $150M of their sales came from stickers for Silverado rear windows.
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7/7/2022 9:38am
system wrote:
I was surprised to see their sales near $350m, TBH. I thought FOX was maybe $150-200m. As others have mentioned, I don't see the FOX head...
I was surprised to see their sales near $350m, TBH. I thought FOX was maybe $150-200m. As others have mentioned, I don't see the FOX head nearly as much as I used to. Shoot, I see the 100% logo way more than FOX, now. AS a brand, I think FOX is much better off with Vista than with the PE owners.
Come down to the south, I bet around $150M of their sales came from stickers for Silverado rear windows.
Facts
1
7/7/2022 9:40am
CHaynes wrote:
Im guessing everyone on here who is claiming to "never wear Fox again" doesn't wear, or will never wear, a Bell Helmet either based on the...
Im guessing everyone on here who is claiming to "never wear Fox again" doesn't wear, or will never wear, a Bell Helmet either based on the information in the article.
Yes but Bell puts an emphasis on "dirt" motorsports over everything.
aeffertz
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7/7/2022 11:26am Edited Date/Time 7/7/2022 11:28am
Yes but Bell puts an emphasis on "dirt" motorsports over everything.
Okay so if emphasis on dirt sports is the deciding factor, I hope you guys never use Alpinestars stuff either then.
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7/7/2022 11:39am Edited Date/Time 7/7/2022 11:40am
Yes but Bell puts an emphasis on "dirt" motorsports over everything.
aeffertz wrote:
Okay so if emphasis on dirt sports is the deciding factor, I hope you guys never use Alpinestars stuff either then.
Seems like they do. Also, I will gladly support Alpinestars since they are all in on anything with 2 wheels and a motor.

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early
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7/7/2022 11:42am
Yes but Bell puts an emphasis on "dirt" motorsports over everything.
aeffertz wrote:
Okay so if emphasis on dirt sports is the deciding factor, I hope you guys never use Alpinestars stuff either then.
Seems like they do. Also, I will gladly support Alpinestars since they are all in on anything with 2 wheels and a motor. [img]https://p.vitalmx.com/photos/forums/2022/07/07/558507/s1200_Capture_1.jpg[/img]
Seems like they do. Also, I will gladly support Alpinestars since they are all in on anything with 2 wheels and a motor.

Your Google history betrays you
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