Item 1.01 Entry into a Material Definitive Agreement.
Effective as of February 23, 2017, Performance Sports Group Ltd. (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.
Effective as of February 27, 2017, the Company entered into a Third Amendment (the “Third Amendment”) to the Agreement, which, among other things, settled certain matters in dispute among the parties.
The foregoing description does not purport to be complete and is 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.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective as of February 27, 2017, the Company consummated the Sale pursuant to the Agreement. Pursuant 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 pursuant to the provisions of Section 363 of the United States Bankruptcy Code, as amended, and Section 36 of the Canadian Companies’ Creditors Arrangement Act.
Item 8.01 Other Events.
On February 28, 2017, the Company issued a press release 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
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| 10.1 | 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 | 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 | Press Release, dated February 28, 2017. |
