Exhibit 99.1
Clarus Corporation
2084 East 3900 South,
Salt Lake City, Utah 84124
March 8, 2024
Via Email (jmilano@greenhousefunds.com)
Joseph M. Milano, CFA
Greenhouse Funds LLLP
605 S Eden St. Suite 250
Baltimore, MD 21231
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 up to 15.0% of the Company’s outstanding shares of common stock. We note that Greenhouse has beneficial ownership of 4,538,107 shares of the Company’s common stock, as publicly disclosed by Greenhouse in the Schedule 13G as of December 31, 2023, filed by it with the Securities and Exchange Commission on February 14, 2024, which represents approximately 11.9% of the Company’s outstanding shares of common stock.
The Company’s Board of Directors has considered Greenhouse’s request to acquire beneficial ownership up to 15.0% of the Company’s outstanding shares of common stock, and has determined to approve Greenhouse’s request to increase its current beneficial ownership to up to 15.0% 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 15.0% 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 up to 15.0% 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 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 |