Clarus Corp. to be Acquired by Peak Rock Capital

Ticker: CLAR · Form: 8-K · Filed: Nov 8, 2024 · CIK: 913277

Clarus Corp 8-K Filing Summary
FieldDetail
CompanyClarus Corp (CLAR)
Form Type8-K
Filed DateNov 8, 2024
Risk Levelmedium
Pages3
Reading Time3 min
Sentimentneutral

Sentiment: neutral

Topics: acquisition, merger, corporate-action

TL;DR

Clarus Corp. is being bought by Peak Rock Capital, deal expected to close Q1 2025.

AI Summary

Clarus Corp. announced on November 7, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Peak Rock Capital. The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions. Clarus Corp. was formerly known as Black Diamond, Inc. and SQL Financials International Inc.

Why It Matters

This acquisition by Peak Rock Capital signifies a change in ownership for Clarus Corp., potentially impacting its strategic direction and operations.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a degree of uncertainty until the deal is finalized.

Key Players & Entities

  • Clarus Corp. (company) — Company being acquired
  • Peak Rock Capital (company) — Acquiring entity
  • November 7, 2024 (date) — Date of announcement
  • first quarter of 2025 (date) — Expected closing period
  • Black Diamond, Inc. (company) — Former name of Clarus Corp.
  • SQL Financials International Inc (company) — Former name of Clarus Corp.

FAQ

Who is acquiring Clarus Corp.?

An affiliate of Peak Rock Capital is acquiring Clarus Corp.

When is the acquisition expected to close?

The transaction is expected to close in the first quarter of 2025.

What are the conditions for the acquisition to close?

The acquisition is subject to customary closing conditions.

What were previous names of Clarus Corp.?

Clarus Corp. was formerly known as Black Diamond, Inc. and SQL Financials International Inc.

What is the filing date of this report?

The filing date of this report is November 8, 2024, with the earliest event reported on November 7, 2024.

Filing Stats: 844 words · 3 min read · ~3 pages · Grade level 13.4 · Accepted 2024-11-07 17:35:26

Filing Documents

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition On November 7, 2024, 2024, Clarus Corporation (the "Company") issued a press release announcing results for the third quarter ended September 30, 2024 (the "Press Release"). A copy of the Press Release is furnished as Exhibit 99.1 and incorporated herein by reference. Attached hereto as Exhibit 99.2 and incorporated herein by reference is a presentation regarding the Company's financial results for the third quarter ended September 30, 2024 (the "Presentation"). The Press Release and/or the Presentation contain the non-GAAP measures: (i) adjusted gross margin and adjusted gross profit, (ii) adjusted (loss) income from continuing operations and related earnings (loss) per diluted share, (iii) earnings before interest, taxes, other income or expense, depreciation and amortization ("EBITDA"), EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin, and (iv) free cash flow (defined as net cash provided by operating activities less capital expenditures). The Company believes that the presentation of certain non-GAAP measures, i.e.: (i) adjusted gross margin and adjusted gross profit, (ii) adjusted (loss) income from continuing operations and related earnings (loss) per diluted share, (iii) EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin, and (iv) free cash flow, provide useful information for the understanding of its ongoing operations and enables investors to focus on period- over -period operating performance, and thereby enhances the user's overall understanding of the Company's current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within the Press Release and/or the Presentation. We do not provide a reconciliation of the non-GAAP guidance measures adjusted EBITDA and/or adjusted EBITDA margin for the fiscal ye

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Description 99.1 Press Release dated November 7, 2024 (furnished only). 99.2 Slide Presentation for Conference Call held on November 7, 2024 (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: November 7, 2024 CLARUS CORPORATION By: /s/ Michael J. Yates Name: Michael J. Yates Title: Chief Financial Officer

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