SecProbe.io

United States securities and exchange commission logo
February 9, 2024
Eric Nyman
Chief Executive Officer
Revelyst, Inc.
1 Vista Way
Anoka, MN 55303
Re:Revelyst, Inc.
Registration Statement on Form S-4
Filed January 16, 2024
File No. 333-276525
Dear Eric Nyman:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 Filed January 16, 2024
Cover page
1.Please revise the cover page of your prospectus to clearly disclose the number of
securities being registered on this registration statement. See Item 501(b) of Regulation S-
K.
Where You Can Find Additional Information, page ii
2.Please incorporate by reference your Current Reports on Form 8-K filed on April 3, 2023,
April 27, 2023, May 3, 2023 and May 5, 2023.

 FirstName LastNameEric Nyman
 Comapany NameRevelyst, Inc.
 February 9, 2024 Page 2
 FirstName LastName
Eric Nyman
Revelyst, Inc.
February 9, 2024
Page 2
Questions and Answers About the Transaction
Q: Is the closing of the Transaction subject to any conditions?, page 2
3.Please revise the Q&A to disclose which of the most material conditions of the merger are
able to be waived. Further, please revise the risk factor "The consummation of the
Transaction is subject to a number of conditions, many of which are largely outside of the
control of the parties to the Merger Agreement, and, if these conditions are not satisfied or
waived on a timely basis, the Merger Agreement may be terminated and the Transaction
may not be completed" on page 36 to describe what kinds of conditions could be waived
and the negative effects it could have.
Q: What consideration will Vista Outdoor stockholders receive if the Transaction is completed?,
page 3
4.We note your disclosure that “[a]fter the Closing, Revelyst expects to return cash on hand
that is in excess of $250 million to Revelyst stockholders in the form of a share buyback
or a special dividend.” Please revise your risk factors to discuss the risks that this share
buyback or special dividend may not occur.
The Transaction
Background of the Transaction, page 72
5.We note your disclosure that you previously considered “the separation of Vista
Outdoor’s Outdoor Products and Sporting Products segments into two independent,
publicly-traded companies via a spin-off of the Outdoor Products segment.” We also note
your disclosure in your Rule 425 prospectus filed on October 16, 2023 and titled “Project
Ram All Employee Memo” that “[r]eturning to private ownership is a positive
development for the Sporting Products segment. The buyer will provide our ammunition
brands (Federal, Remington, Speer, CCI and HEVI-Shot) with a strategic, long-term home
that will make the brands less exposed to the pressures of the public capital markets while
also providing resources to grow.” Please revise this section to elaborate why Vista
Outdoor’s board determined to pursue a sale of Sporting Products rather than the
previously planned spin-off into an independent, publicly-traded company.
6.Please add a section in "Questions and Answers About the Transaction" that prominently
discloses the previously considered spin-off of the Outdoor Products segment and explains
that this transaction is occurring in place of the spin-off.
Opinion of Morgan Stanley & Co. LLC
Comparable Companies Analysis, page 98
7.Please revise to state whether, and if so, why the advisor excluded any companies meeting
the selection criteria from the analysis.

 FirstName LastNameEric Nyman
 Comapany NameRevelyst, Inc.
 February 9, 2024 Page 3
 FirstName LastName
Eric Nyman
Revelyst, Inc.
February 9, 2024
Page 3
Opinion of Moelis & Company LLC
Selected Publicly Traded Companies Analysis, page 104
8.Please revise to state whether, and if so, why the advisor excluded any companies meeting
the selection criteria from the analysis.
Interests of Vista Outdoor Directors and Executive Officers in the Transaction, page 111
9.We note that it appears certain of Vista Outdoor’s current directors are not included in this
section. Please revise to include disclosures for Michael Callahan, Gerard Gibbons, Bruce
Grooms, Michael Robinson, Robert Tarola and Lynn Utter.
Information about the Revelyst Business
Revelyst's Reportable Segments, Power Brands and Challenger Brands, page 170
10.Please provide the basis, criteria, or source for the rankings of your various brands, such
as “[t]he Bell brand is #1 in cycling helmets.”
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Revelyst
Liquidity
Material Cash Requirements, page 194
11.We note you disclose material cash requirements as of March 31, 2023 and state that at
September 24, 2023, there were no material changes with respect to the cash
requirements. We also note your disclosures related to your GEAR Up transformation
program on page 174 through page 178 to transform your distribution, supply chain, and
enterprise resource planning structure. Please tell us your consideration for disclosure of
your expected cash requirements in the discussion of your liquidity. To the extent you
have any material commitments, expand your disclosure to discuss and, additionally,
describe any anticipated sources of funds to meet such commitments. Refer to Item
303(b)(1) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Income Statement of Revelyst, page 203
12.Pro forma earnings per share for the six months ended September 24, 2023 and for the
year ended March 31, 2023 appear incorrect on pages 203 and 204, respectively. Please
revise as appropriate.
Security Ownership of Certain Beneficial Owners, Directors and Executive Officers of Vista
Outdoor, page 250
13.Please state whether the tables in this section reflect the ownership of Revelyst after the
transaction. If the ownership percentages will change as a result of the transaction, please
add additional columns reflecting the future changes.

 FirstName LastNameEric Nyman
 Comapany NameRevelyst, Inc.
 February 9, 2024 Page 4
 FirstName LastName
Eric Nyman
Revelyst, Inc.
February 9, 2024
Page 4
Security Ownership of Directors and Executive Officers, page 251
14.We note the disclosure in your Current Report on Form 8-K on July 21, 2023 that its
board of directors appointed Eric Nyman to the board. Please revise the table to include
Eric Nyman as a current director.
Certain Relationships and Related Party Transactions, page 267
15.We note the related party transactions disclosed on page F-35. Please revise to include the
disclosures required by Item 404 of Regulation S-K.
Part II
Information Not Required in Prospectus
Item 21. Exhibits and Financial Statement Schedules
Exhibit 2.3 Employee Matters Agreement, dated as of October 15, 2023, by and between Vista
Outdoor Inc. and Revelyst, Inc., page II-1
16.We note the indication in your exhibit index that information was omitted from Exhibit
2.3. It appears, however, that no redactions were actually made. Please revise or advise.
Exhibit 99.6 Consent of Morgan Stanley & Co. LLC, page II-1
17.We note that the advisor referenced a registration statement of Vista Outdoor Inc. on Form
S-4 in its consent. Please have your advisor revise its consent to reference the registrant.
Exhibit 99.7 Consent of Moelis & Company LLC, page II-1
18.Please have your financial advisor revise its consent to consent to being named in the
sections “Merger Agreement—Representations and Warranties” and “Merger
Agreement—Covenants Relating to Conduct of Business by Vista Outdoor Prior to
Consummation of the Merger.”
General
19.Please furnish the information required by Item 510 of Regulation S-K. Refer to Item 9 of
Form S-4.

 FirstName LastNameEric Nyman
 Comapany NameRevelyst, Inc.
 February 9, 2024 Page 5
 FirstName LastName
Eric Nyman
Revelyst, Inc.
February 9, 2024
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Stephany Yang at 202-551-3167 or Kevin Stertzel at 202-551-3723 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Craig F. Arcella