Cabela’s announced that it has amended the terms of the definitive merger agreement signed on October 3, 2016, under which Bass Pro Shops will acquire Cabela’s.Under the amended merger agreement, Bass Pro Shops will acquire Cabela’s for $61.50 per share in cash, representing an aggregate transaction value of approximately $5 billion.
On October 3, 2016, Bass Pro Shops agreed to pay $65.50 per share in cash for Cabela’s in a deal valued at $5.5 billion. Cabela’s also on Monday said it entered into an arrangement to sell the bank’s deposits of Cabela’s wholly owned bank subsidiary, World’s Foremost Bank, to Synovus Financial Corp.
Under the new arrangement, Cabela’s entered into agreements with subsidiaries of Synovus Financial Corp. (SNV) and Capital One Financial Corporation in connection with the sale of the assets and liabilities of Cabela’s wholly owned bank subsidiary, World’s Foremost Bank. Under the terms of the bank transaction agreements, Synovus Bank, a bank subsidiary of Synovus Financial Corp., a financial services company based in Columbus, GA with approximately $30 billion in assets, will acquire certain assets and assume certain liabilities of the World’s Foremost Bank, including deposits totaling approximately $1.2 billion.
Following the completion of the sale of the World’s Foremost Bank’s assets and liabilities, Synovus will sell the Bank’s credit card assets and related liabilities to Capital One. Synovus will retain the bank’s deposits.
As originally announced, Capital One will be the exclusive issuing partner of Cabela’s branded Club Visa program pursuant to a 10-year program agreement. Capital One intends to continue to operate the Cabela’s CLUB servicing center in Lincoln, NE.At the time the merger was announced, Capital One reached an agreement to acquire World’s Foremost Bank.
In late December, however, Capital One said it didn’t expect its part of the deal to be approved by the Treasury Department’s Office of the Comptroller of the Currency by October 3, the date after which any of the companies involved could terminate the deal. Although closing the bank deal wasn’t a condition of the merger of Bass Pro and Cabela’s, it supported the changeover and delays led to fears that the overall merger would fall apart. The Wall Street Journal first reported about the discussions with Synovus and referred to its involvement as the deal’s “potential savior.”
“We’re excited to announce this agreement, which allows us to look ahead with greater certainty toward the completion of our merger with Bass Pro Shops and offers a positive step forward for all parties,” said Tommy Millner, Cabela’s chief executive officer, of the amended merger agreement. “We look forward to completing these transactions for the benefit of our shareholders, Outfitters and outdoor enthusiasts.”
Johnny Morris, founder and CEO of Bass Pro Shops, said, “We remain excited about the exceptional opportunity we have to continue to serve sportsmen and sportswomen by bringing together Cabela’s, Bass Pro Shops and White River Marine Group. Today’s announcement is an important step forward and we are excited about the opportunity to continue celebrating the great Cabela’s brand with ours as one unified outdoor family for our customers and for conservation.”
The Bass Pro Shops merger remains subject to approval by Cabela’s shareholders, as well as antitrust clearance and other customary closing conditions. The World’s Foremost Bank transaction is subject to regulatory approvals by Synovus’s primary bank regulators and other customary closing conditions. The World’s Foremost Bank transaction will close immediately prior to the closing of the Bass Pro Shops merger.
Guggenheim Securities served as exclusive financial advisor to Cabela’s and Sidley Austin LLP and Koley Jessen P.C., L.L.O. served as Cabela’s legal counsel with expert advice from Sullivan & Cromwell LLP.The Kessler Group and Credit Suisse acted as financial advisers to Capital One and Wachtell, Lipton, Rosen & Katz and Chapman and Cutler acted as legal advisers.Photo courtesy Cabela’s.
Photo courtesy Cabela’s