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Home / Business / Hunting, fishing, and camping tradesman Bass Pro Shops is shopping Cabela’s for $5.5 billion

Hunting, fishing, and camping tradesman Bass Pro Shops is shopping Cabela’s for $5.5 billion



Cabela’s.

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The wilderness-themed store Bass Pro Shops is offered Cabela’s for
$65.50 per share, or about $5.5 billion.

The outdoor-recreation retailers are approaching to tighten the
understanding in a initial half of 2017.

Bass Pro Shops is also rising a new credit-card partnership
with a banking auxiliary of Capital One.

Guggenheim Securities was Cabela’s disdainful financial adviser,
and JPMorgan was a solitary financial confidant to Bass Pro Shops.

Goldman Sachs suggested Bass Pro Shops on a bank transaction and
supposing debt financing, while Bank of America Merrill Lynch,
Wells Fargo, Citigroup, RBC, and UBS are providing debt
financing. The Kessler Group and Credit Suisse suggested Capital
One.

Here’s a press release:

SPRINGFIELD, Mo. SIDNEY, Neb.–(BUSINESS
WIRE
)–Bass Pro Shops and Cabela’s Incorporated (NYSE:CAB),
dual iconic American outside companies with identical humble
origins, and with a common idea to improved offer those who love
a outdoors, now announced that they have entered into a
decisive agreement underneath that Bass Pro Shops will acquire
Cabela’s for $65.50 per share in cash, representing an aggregate
transaction value of approximately $5.5 billion.

In addition, on shutting Bass Pro Shops will embark a
multi-year partnership agreement with Capital One, National
Association, a wholly-owned inhabitant banking auxiliary of
Capital One Financial Corporation (NYSE: COF), underneath which
Capital One will issue and use a Cabela’s CLUB,
Cabela’s co-branded credit card, and Bass Pro Shops will maintain
a seamless formation between a credit label module and the
sum companies’ sell operations and low customer
relationships. All Cabela’s CLUB points and Bass Pro Shops
Outdoor Rewards points will be unblushing by a exchange and
business can continue to use their credit cards as they were
before to a transaction. Capital One intends to continue to
work a Cabela’s CLUB servicing core in Lincoln, Nebraska.

A pushing force behind this agreement is a rarely complementary
business philosophies, product offerings, imagination and
geographic footprints of a dual businesses. The hint of both
Bass Pro Shops and Cabela’s is a low passion to offer outdoor
enthusiasts and support conservation. The multiple brings
together 3 of a nation’s premier sporting brands: Cabela’s,
a personality in hunting; Bass Pro Shops, a personality in fishing; and
White River Marine Group, a worldwide personality in boating, that is
partial of Bass Pro Shops.

Bass Pro Shops, Cabela’s and White River Marine Group represent
a best of American entrepreneurship, creation and friendship to
customers. The sum companies will essay to yield a
remarkably extended knowledge for customers, increased
opportunities for group members and larger support for
charge activities.

CABELA’S

Founded in 1961 by Dick, Mary and Jim Cabela, Cabela’s is a
rarely reputable marketer of hunting, fishing, camping, shooting
sports and associated outside merchandise. Today, Cabela’s has over
19,000 “outfitters” handling 85 specialty sell stores,
essentially in a western U.S. and Canada. Cabela’s stores,
catalog business and e-commerce operations will mix seamlessly
with Bass Pro Shops and White River Marine Group. Over a past
55 years Cabela’s has built a ardent and constant bottom of
millions of enthusiasts who emporium both during a sell stores and
online.

BASS PRO SHOPS

Bass Pro Shops, founded in 1972 by zealous immature angler Johnny
Morris, is a heading inhabitant tradesman of outside rigging and
apparel, with 99 stores and Tracker Marine Centers located
essentially in a eastern partial of a U.S. and Canada. Morris
started a business with 8 block feet of space in a back
of his father’s wine store in Springfield, Mo., a company’s
solitary plcae for a initial 13 years of business. Johnny’s
passion for a outside and his feel for a products and
offered practice elite by outside enthusiasts helped
renovate a industry. Bass Pro Shops, that employs
approximately 20,000 group members, has been named by Forbes as
one of “America’s Best Employers.” The association also operates Big
Cedar Lodge, America’s Premier Wilderness Resort, welcoming more
than one million guest annually to Missouri’s Ozark Mountains.

WHITE RIVER MARINE GROUP

In 1978, Morris revolutionized a sea attention when he
introduced a world’s initial professionally fraudulent and nationally
marketed boat, engine and trailer packages. Tracker fast became
and has remained a series one offered fishing vessel code in
America for a final 37 years running. White River Marine Group
offers an unrivalled collection of industry-leading brands
including Tracker Boats, Sun Tracker, Nitro, Tahoe, Regency,
Mako, Ranger, Triton and Stratos.

MANAGEMENT COMMENTARY

“Today’s proclamation outlines an well-developed event to bring
together 3 special companies with an abiding adore for the
outside and a passion for portion sportsmen and sportswomen,”
pronounced Johnny Morris, owner and CEO of Bass Pro Shops. “The story
of any of these companies could usually have happened in America,
done probable by a singly American giveaway craving system. We
have huge indebtedness for Cabela’s, a founders and
outfitters, and a constant bottom of customers. We demeanour brazen to
stability to applaud and grow a Cabela’s code alongside
Bass Pro Shops and White River as one one outside family.”

“Cabela’s is gratified to have found a ideal partner in Bass Pro
Shops,” pronounced Tommy Millner, Cabela’s Chief Executive Officer.
“Having undertaken a consummate vital review, during that we
assessed a far-reaching accumulation of options to maximize value, a Board
unanimously resolved that this multiple with Bass Pro Shops
is a best trail brazen for Cabela’s, a shareholders,
outfitters and customers. In further to providing significant
evident value to a shareholders, this partnership provides a
singular height from that a code will be intensely well
positioned to continue to offer outside enthusiasts worldwide for
generations to come.”

“This event would not be probable but a contributions
of a many smashing Cabela’s, Bass Pro Shops and White River
group members,” Morris said. “All 3 companies are sanctified to
have been built by a unusual efforts of many tremendously
talented, dedicated people via a particular histories,
and we’re anxious to cruise what a sum group can achieve
going forward.”

Following a shutting of a transaction, Bass Pro Shops intends
to applaud and grow a Cabela’s code and will build on
qualities that particular business adore many about Cabela’s and
Bass Pro Shops. In addition, Bass Pro Shops recognizes the
strength of Cabela’s CLUB Loyalty module and intends to honor
Cabela’s patron rewards and sees intensity over time to expand
a module in a sum company.

Bass Pro Shops appreciates and understands a low ties between
Cabela’s and a village of Sidney, Nebraska. Dick, Mary and
Jim Cabela founded their association in Sidney in 1961, and the
association has flourished with a bottom of operations there ever
since. Bass Pro Shops intends to continue to say important
bases of operations in Sidney and Lincoln and hopes to continue
a really auspicious connectors to those communities and the
Cabela’s group members staying there.

Bass Pro Shops Founder and CEO Johnny Morris will continue as CEO
and infancy shareholder of a new entity, that will sojourn a
private association with a stability long-term perspective of supporting
a attention and conservation. Morris warranted a repute as a
heading tradesman and conservationist. In 2008, a National
Retail Federation named him as Retail Innovator of a Year. In
2015, a same classification named him as one of 25 People Shaping
a Future of Retail in America. In 2012, The Association of Fish
and Wildlife Agencies named Morris Citizen Conservationist of the
Year.

“Conservation is during a heart and essence of Bass Pro Shops. Bass
Pro Shops and Cabela’s share a indifferent faith that a future
of a industry, and a outside sports we all love, depends –
some-more than anything else – on how we conduct a natural
resources,” pronounced Morris. “By mixing a efforts, we can have a
surpassing certain impact on a charge hurdles of our
day and assistance encourage a subsequent era of outside enthusiasts.”

PREFERRED FINANCING

Bass Pro Shops is unapproachable to have cumulative elite equity
financing from a Merchant Banking Division of Goldman Sachs and
Pamplona to promote a transaction. Goldman Sachs has
committed $1.8 billion and Pamplona has committed $600 million
for a sum elite financing joining of $2.4 billion.

The Merchant Banking Division of Goldman Sachs is one of the
heading private equity investors in a world, focusing on
aiding large, high-quality companies with best-in-class
government teams to grasp their expansion objectives. The division
brings poignant knowledge and a clever lane record of
success in ancillary industry-leading founder-led businesses.
Pamplona Capital Management is a New York and London based
dilettante investment manager determined in 2005. Pamplona is
now handling a fourth private equity fund, Pamplona
Capital Partners IV, LP, that was lifted in 2014. Pamplona
invests long-term collateral opposite a collateral structure of its
portfolio companies in both open and private marketplace situations.

TRANSACTION DETAILS

The transaction provides Cabela’s shareholders with a reward of
19.2% to Cabela’s shutting share cost on Sep. 30, 2016, a day
before to proclamation of a transaction, 39.7% to a closing
share cost on Dec. 1, 2015, a day before Cabela’s announced
a scrutiny of vital alternatives and 57.1% to a 90-day
volume weighted trade normal before to Dec. 1, 2015.
Immediately before to closing, Capital One will acquire certain
resources and assume certain liabilities of Cabela’s World’s
Foremost Bank. The money deduction from this transaction will
sojourn with Cabela’s until it is acquired by Bass Pro Shops.

The transaction agreements were unanimously authorized by Cabela’s
Board of Directors following a extensive examination of strategic
and financial alternatives.

The transaction, that is approaching to tighten in a initial half of
2017, will be finished by a money partnership and is theme to
capitulation by Cabela’s shareholders, as good as regulatory
approvals and other prevalent shutting conditions.

J.P. Morgan served as disdainful financial confidant to Bass Pro
Shops and Latham Watkins served as Bass Pro Shops’ legal
counsel, with consultant assistance from O’Melveny Myers.
Goldman, Sachs Co. served as financial confidant to The
Merchant Banking Division of Goldman Sachs and Davis Polk
Wardwell LLP served as authorised advisor. Goldman, Sachs Co.
also served as confidant to Bass Pro Shops on a bank transaction,
and Morrison Foerster served as authorised counsel. BofA Merrill
Lynch, Wells Fargo Securities LLC, Citigroup Global Markets Inc.,
RBC Capital Markets, UBS Securities LLC, and Goldman Sachs are
providing debt financing to support a transaction.

Guggenheim Securities served as disdainful financial confidant to
Cabela’s and Sidley Austin LLP and Koley Jessen P.C., L.L.O.
served as Cabela’s authorised counsel.

The Kessler Group and Credit Suisse acted as financial advisers
to Capital One and Wachtell, Lipton, Rosen Katz and Chapman
and Cutler acted as authorised advisers.

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