Smith & Wesson Brands Inc. announced that its board of directors has approved the previously announced separation from Smith & Wesson Brands, Inc. of its outdoor products and accessories business into an independent, publicly-traded company.

Upon consummation of the spin-off, the two companies will consist of:

  • Smith & Wesson Brands, Inc., which will include the firearms business; and
  • American Outdoor Brands, Inc., which will include the outdoor products and accessories business.

Smith & Wesson Brands will effect the separation through a spin-off whereby it will distribute 100 percent of the shares of American Outdoor Brands common stock to Smith & Wesson Brands’ stockholders of record as of the close of business on the record date of August 10, 2020 on a pro rata basis. The distribution of American Outdoor Brands’ shares is expected to be completed effective as of 12:01 a.m. Eastern Time on August 24, 2020, with Smith & Wesson Brands stockholders receiving one share of American Outdoor Brands common stock for every four shares of Smith & Wesson Brands stock. No fractional shares will be distributed in connection with the spin-off. A cash payment will be made in lieu of any fractional shares.

Following the spin-off, American Outdoor Brands will be a separate publicly traded company independent from Smith & Wesson Brands. Smith & Wesson Brands will not retain any American Outdoor Brands common stock. Smith & Wesson Brands will continue to be listed on NASDAQ under the symbol “SWBI.” American Outdoor Brands has received approval for the listing of its common stock on NASDAQ under the symbol “AOUT.”

Beginning on or about August 10, 2020 up to and including the distribution date, it is expected that there will be two ways to trade Smith & Wesson Brands common stock – either with or without the distribution of American Outdoor Brands common stock:

  • A ‘regular way’ market (NASDAQ: SWBI) in which shares of Smith & Wesson Brands common stock will trade with an entitlement to receive shares of American Outdoor Brands common stock on the distribution date; and
  • An ‘ex-distribution’ market (NASDAQ: SWBIV) in which shares of Smith & Wesson Brands common stock will trade without an entitlement to receive shares of American Outdoor Brands common stock on the distribution date.

Smith & Wesson Brands expects that a “when-issued” public trading market for American Outdoor Brands common stock will commence on or about August 10, 2020 under the symbol “AOUTV,” and will continue up to and including the distribution date. Beginning on the day following the distribution date, all shares of Smith & Wesson Brands common stock and American Outdoor Brands common stock will be separately traded only on a “regular way” market.

No action is required by Smith & Wesson Brands’ stockholders in order to receive shares of American Outdoor Brands common stock in the distribution. Prior to the distribution date, an information statement containing details of the spin-off and information about American Outdoor Brands will be mailed to Smith & Wesson Brands’ stockholders prior to the distribution date. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling shares of Smith & Wesson Brands common stock on or before the distribution date.

The spin-off is subject to customary conditions, including receipt of a tax opinion from counsel, effectiveness of the Form 10 registration statement filed with the Securities and Exchange Commission, execution of intercompany agreements, and other conditions described in the registration statement.

Cowen is serving as financial advisor; Greenberg Traurig, LLP is serving as legal counsel; and Ernst & Young is serving as accounting and tax advisor.