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On October 28, 2025, Cadre Holdings, Inc. (the "Company") and Safariland, LLC (the "Buyer"), a subsidiary of the Company, entered into a Securities Purchase Agreement (the "Purchase Agreement") with RG Beck AZ, Inc., an Arizona corporation ("Seller"), pursuant to which the Seller agreed to sell all of the issued and outstanding equity ownership interests (the "Equity Interests") of each of TYR Tactical, LLC, an Arizona limited liability company ("TYR"), Dominus, LLC, an Arizona limited liability company ("Dominus"), and RG Beck AZ Sub, Inc., an Arizona corporation ("RGB AZ Sub," together with TYR and Dominus, the "Purchased Companies"). RGB AZ Sub owns 100% of the equity interests of TYR Tactical Canada ULC ("TYR Canada"), and Dominus owns 100% of the equity interests of TYR Tactical A/S ("TYR Denmark", together with the Purchased Companies and TYR Canada, the "Company Group"). The Company Group is engaged in the business of manufacturing advanced tactical gear and equipment such as soft armor, tactical vests and plate carriers, and ballistic plates and shields, as well as innovative and differentiated technologies, to military, law enforcement, and government agencies worldwide. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
Under the terms of the Purchase Agreement, the Buyer has agreed to acquire the equity of the Purchased Companies for an aggregate purchase price of $145,000,000 consisting of: (i) $130,000,000 in cash, subject to customary working capital adjustments in accordance with the terms of the Purchase Agreement, and (ii) $15,000,000 of the Company's common stock, par value $0.0001 per share (the "Common Stock"), as calculated pursuant to the Purchase Agreement, comprised of: (a) $14,000,000 in the form of unregistered shares of the Company's Common Stock, and (b) $1,000,000 in the form of restricted stock unit awards to be granted to certain employees of the Company Group following the Closing pursuant to the Company's 2021 Stock Incentive Plan.
The Purchase Agreement provides that the Seller may receive up to $25,000,000 in additional contingent consideration in the form of earn-out payments based on the achievement of specified Net Revenue Targets of the Company Group during calendar years 2026, 2027, and 2028 (each, an "Earn-Out Year"). The potential earn-out payments are subject to an amount not to exceed $8,333,334 in the first Earn-Out Year and $8,333,333 in each succeeding Earn-Out Year (each, an "Annual Earn-Out Cap"), and to the other terms and conditions set forth in the Purchase Agreement, including applicable setoff rights. Earn-out payments may be paid, at the Buyer's sole discretion, in cash, unregistered shares of the Company's Common Stock, or a combination thereof. Each Earn-Out Year is separate and self-contained; failure to meet the threshold in any Earn-Out Year does not affect eligibility in any other Earn-Out Year, and unmet or unearned amounts may not be reallocated or carried forward. No earn-out payment is payable for any Earn-Out Year in which Net Revenue is less than 90% of the applicable target for such year. If Net Revenue equals 90% of the applicable target, 50% of the Annual Earn-Out Cap for such year is payable. If Net Revenue equals or exceeds 100% of the applicable target, 100% of the Annual Earn-Out Cap is payable. For Net Revenue performance between 90% and 100% of the applicable target, the earn-out for such year will be determined by straight-line interpolation (i.e., each 1% increase above 90% of the Net Revenue Target will result in a 5% increase to the 50% achievement of the Annual Earn-Out Cap for the Earn-Out Year in question, so that if 91% of the Net Revenue Target is achieved in an Earn-Out Year, the Earn-Out payment for such Earn-Out Year will equal 55% of the Annual Earn-Out Cap, at 95% of the Net Revenue Target, 75% of the Annual Earn-Out Cap will be payable, and so on).
Posted In: CDRE
