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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/22/22 Clarus Corp. 8-K:8,9 8/19/22 12:212K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-99.1 Miscellaneous Exhibit HTML 11K 3: EX-99.2 Miscellaneous Exhibit HTML 11K 7: R1 Cover HTML 46K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm2224281d1_8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 5: EX-101.LAB XBRL Labels -- clar-20220819_lab XML 97K 6: EX-101.PRE XBRL Presentations -- clar-20220819_pre XML 64K 4: EX-101.SCH XBRL Schema -- clar-20220819 XSD 12K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 12: ZIP XBRL Zipped Folder -- 0001104659-22-093363-xbrl Zip 21K
Exhibit 99.1
Clarus Corporation
2084 East 3900 South,
Via Email (jmilano@greenhousefunds.com)
Joseph M. Milano, CFA
Greenhouse Funds LLLP
605 S Eden St. Suite 250
Dear Mr. Milano:
I am responding to your request that Greenhouse Funds LLLP and its Affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) (collectively, “Greenhouse”) be permitted under Clarus Corporation’s (the “Company”) Rights Agreement dated as of February 12, 2008 (the “Rights Agreement”) to acquire beneficial ownership in excess of 9.9% of the Company’s outstanding shares of common stock. We note that Greenhouse has beneficial ownership of 2,772,154 shares of the Company’s common stock, as publicly disclosed by Greenhouse in the Schedule 13F for the quarter ended June 30, 2022, filed by it with the Securities and Exchange Commission on August 15, 2022, which represents approximately 7.4% of the Company’s outstanding shares of common stock.
The Company’s Board of Directors has considered Greenhouse’s request to acquire beneficial ownership in excess of 9.9% of the Company’s outstanding shares of common stock, and has determined to approve Greenhouse’s request to increase its current beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock, provided that the foregoing determination is conditioned upon, and subject to Greenhouse: (i) not increasing such beneficial ownership to in excess of 12.5% of the Company’s outstanding shares of common stock; (ii) remaining continuously eligible to report its ownership of the Company’s common stock on Schedule 13G; and (iii) increasing such beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock on or before the twelve month anniversary of the date of this letter.
Please note that in the event that Greenhouse increases its beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock and then subsequently reduces its beneficial ownership to below 9.9%, the approval granted pursuant to this letter shall immediately terminate and Greenhouse would need to obtain a new approval from the Company’s Board of Directors before seeking to again increase its beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock.
Should you have any further questions, please do not hesitate to contact me.
| Very truly yours, | |||
| CLARUS CORPORATION | |||
| By: | /s/ Michael J. Yates | ||
| Name: | Michael J. Yates | ||
| Title: | Chief Financial Officer | ||
Accepted and Agreed to
as of the Date First Set Forth Above:
| Greenhouse Funds LLLP | |||
| By: | /s/ Joseph M. Milano | ||
| Name: | Joseph M. Milano | ||
| Title: | Chief Investment Officer | ||
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/22/22 | |||
| For Period end: | 8/19/22 | 4 | ||
| 8/15/22 | ||||
| 6/30/22 | 10-Q | |||
| 2/12/08 | 8-A12G, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/07/22 Clarus Corp. 10-Q 9/30/22 88:16M Toppan Merrill/FA |