PERFORMANCE SPORTS GROUP LTD. (OTCMKTS:PSGLQ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
(the Company) entered into a Second Amendment (the Second
Amendment) to the Asset Purchase Agreement, dated as of October
31, 2016, as amended (the Agreement), by and among the Company
and the subsidiaries of the Company party thereto (collectively,
the Sellers), 9938982 Canada Inc., an acquisition vehicle
co-owned by affiliates of Sagard Holdings Inc. and Fairfax
Financial Holdings Limited (the Purchaser), and the designated
purchasers party thereto. The Second Amendment extended the
outside date for the previously announced sale of substantially
all of the assets of the Company and its North American
subsidiaries, including its European and global operations, to
the Purchaser (the Sale) to February 27, 2017.
Third Amendment (the Third Amendment) to the Agreement, which,
among other things, settled certain matters in dispute among the
parties.
qualified in its entirety by reference to the Second Amendment
and the Third Amendment, copies of which are attached hereto as
Exhibit 10.1 and Exhibit 10.2, respectively, to this Current
Report on Form 8-K.
Sale to the Agreement. to and subject to the terms and conditions
of the Agreement, the Sellers sold, and the Purchaser purchased,
substantially all of the assets of the Company and its North
American subsidiaries, including its European and global
operations, for a base purchase price of U.S.$575 million in
aggregate, subject to certain adjustments, and the assumption of
related operating liabilities. The Sale was effected to the
provisions of Section 363 of the United States Bankruptcy Code,
as amended, and Section 36 of the Canadian Companies Creditors
Arrangement Act.
announcing the completion of the Sale. A copy of the press
release is attached hereto as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
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Exhibit No.
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Description
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10.1
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Second Amendment to Asset Purchase Agreement, dated as
of February 23, 2017, by and among Performance Sports Group Ltd., the subsidiaries of Performance Sports Group Ltd. party thereto, 9938982 Canada Inc. and the designated purchasers party thereto. |
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10.2
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Third Amendment to Asset Purchase Agreement, dated as
of February 27, 2017, by and among Performance Sports Group Ltd., the subsidiaries of Performance Sports Group Ltd. party thereto, 9938982 Canada Inc. and the designated purchasers party thereto. |
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99.1
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Press Release, dated February 28, 2017.
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About PERFORMANCE SPORTS GROUP LTD. (OTCMKTS:PSGLQ)
Performance Sports Group Ltd. is engaged in the design, manufacture and distribution of performance sports equipment for ice hockey, roller hockey, baseball and softball, lacrosse, as well as related apparel and accessories, including soccer apparel. The Company’s segments include Hockey, Baseball/Softball and Other Sports. The Hockey segment includes the Bauer and Mission brands. The Baseball/Softball segment includes the Easton and Combat brands. Its Other Sports includes the Lacrosse and Soccer operating segments, which includes the Maverik and Cascade brands for Lacrosse, and the Inaria brand for Soccer. The ice hockey products include skates, helmets, protective gear, sticks, team apparel and accessories. The roller hockey products include skates, helmets, protective gear, sticks and accessories. The baseball and softball products include bats, gloves, helmets, protective gear, apparel and accessories. The lacrosse products include sticks, helmets, protective gear and apparel. PERFORMANCE SPORTS GROUP LTD. (OTCMKTS:PSGLQ) Recent Trading Information
PERFORMANCE SPORTS GROUP LTD. (OTCMKTS:PSGLQ) closed its last trading session up +0.03 at 1.00 with 56,217 shares trading hands.
