Clarus Corp. Enters Material Definitive Agreement on Dec 29, 2023

TL;DR

**Clarus Corp. just signed a big new contract, watch for details on what it means for the stock.**

AI Summary

Clarus Corp. filed an 8-K on January 3, 2024, reporting an event that occurred on December 29, 2023, concerning an entry into a material definitive agreement. This filing indicates a significant contractual change for the company, which could impact its future operations and financial performance. Investors should pay close attention to the details of this agreement, as it could signal new strategic directions or financial obligations that might affect the stock's valuation.

Why It Matters

This filing signals a new, significant contractual commitment for Clarus Corp., which could alter its financial outlook or strategic direction. Investors need to understand the specifics of this agreement to assess potential impacts on revenue, costs, or future growth.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but without specific details, the financial impact and associated risks are currently unknown, making it a medium risk.

Analyst Insight

A smart investor would await further details on the 'Material Definitive Agreement' to understand its terms, financial implications, and strategic impact before making any investment decisions regarding Clarus Corp. This filing is a heads-up, not a complete picture.

Key Players & Entities

• Clarus Corp. (company) — the registrant filing the 8-K
• December 29, 2023 (date) — date of the earliest event reported
• January 3, 2024 (date) — date the 8-K was filed
• Delaware (company) — state of incorporation for Clarus Corp.
• 001-34767 (dollar_amount) — Commission File Number
• 58-1972600 (dollar_amount) — IRS Employer Identification Number
• 2084 East 3900 South, Salt Lake City, Utah 84124 (company) — address of principal executive offices
• 801-278-5552 (dollar_amount) — registrant's telephone number

FAQ

Key Financial Figures

• $175 million — Agreement, the Buyer has agreed to pay $175 million in cash at closing for Sierra and Barne

Filing Documents

• tm241587d1_8k.htm (8-K) — 36KB
• tm241587d1_ex2-1.htm (EX-2.1) — 778KB
• tm241587d1_ex99-1.htm (EX-99.1) — 11KB
• image_001.jpg (GRAPHIC) — 4KB
• 0001104659-24-000845.txt ( ) — 1144KB
• clar-20231229.xsd (EX-101.SCH) — 3KB
• clar-20231229_lab.xml (EX-101.LAB) — 33KB
• clar-20231229_pre.xml (EX-101.PRE) — 22KB
• tm241587d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 29, 2023, Clarus Corporation (the "Company") and Everest/Sapphire Acquisition, LLC (the "Seller"), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Bullseye Acquisitions, LLC (the "Buyer"), an affiliate of JDH Capital Company, pursuant to which the Company and Seller agreed to sell all of the equity associated with the Company's Precision Sport segment, which is comprised of the Company's subsidiaries Sierra Bullets, L.L.C. ("Sierra") and Barnes Bullets – Mona, LLC ("Barnes") to the Buyer. The Company, the Seller, Sierra and Barnes are collectively referred to herein as the "Seller Parties". The Precision Sport segment is engaged in the business of designing, developing, manufacturing, and marketing bullets and ammunition to the military, law enforcement, and commercial/consumer markets (the "Business"). Under the terms of the Purchase Agreement, the Buyer has agreed to pay $175 million in cash at closing for Sierra and Barnes (the "Purchase Price"), which is subject to a customary working capital adjustment. Capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the Purchase Agreement. JDH Capital Company and the Buyer are not affiliated with any of the Seller Parties or their respective officers or directors and/or managers. The Purchase Agreement includes customary (a) representations and warranties of the parties, (b) covenants, including covenants with respect to actions to be taken prior to the closing, including, among others, that the Seller Parties conduct and operate the Business in the ordinary course consistent with past practice until the closing of the transaction and not engage in certain kinds of activities or transactions during such period, as well as provisions regarding confidentiality, non-competition and non-solicitation and (c) indemnities. The Buyer has obtained a

01 Other Events

Item 8.01 Other Events On December 29, 2023, the Company issued a press release announcing the signing of the Purchase Agreement. A copy of the press release is included as Exhibit 99.1 to this Report. The information in Item 8.01 of this Report and the press release included as Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. The following exhibits are hereby filed as part of this Report. Exhibit Description 2.1 Purchase and Sale Agreement, by and among Bullseye Acquisitions, LLC, Everest/Sapphire Acquisition, LLC, and Clarus Corporation, dated as of December 29, 2023. 99.1 Press Release dated December 29, 2023 (furnished only). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 3, 2024 CLARUS CORPORATION By: /s/ Michael J. Yates Name: Michael J. Yates Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR