Courts in the United States and Canada have approved the sale of Performance Sports Group Ltd (PSG), a U.S. maker of sports equipment and apparel, to Sagard Capital Partners and Fairfax Financial Holdings. The deal, which includes “substantially all” of the company’s assets and North American subsidiaries, is valued at US$575 million. It is expected to close before the end of February. Last month, PSG said it would seek court approval for the “stalking horse” asset-purchase agreement led by Power Corp‘s Sagard after new bids from private equity firms failed to materialize.
Performance Sports Group Receives Court Approval Of Sale Of Substantially All Of Its Assets To Investor Group Led By Sagard And Fairfax Financial
EXETER, N.H., Feb. 6, 2017 /CNW/ — Performance Sports Group Ltd. (OTC: PSGLQ) (“Performance Sports Group” or the “Company”), a leading developer and manufacturer of high performance sports equipment and apparel, today announced that it has obtained the approval of the United States Bankruptcy Court for the District of Delaware and the Ontario Superior Court of Justice (together, the “Courts”) for the sale of substantially all of the assets of the Company and its North American subsidiaries to an acquisition vehicle co-owned by affiliates of Sagard Holdings Inc. and Fairfax Financial Holdings Limited for a base purchase price of U.S. $575 million in aggregate, subject to certain adjustments, and the assumption of related operating liabilities pursuant to the “stalking horse” asset purchase agreement.
The Company anticipates that the completion of the sale will occur on or about February 23, 2017, but not later than February 27, 2017, subject to the receipt of applicable regulatory approvals and the satisfaction or waiver of other customary closing conditions. While the sale order was received today, the Courts will continue on Wednesday, February 8 to consider a limited objection related to the assignment to the purchaser of a license and related agreements with Q30 Sports, LLC. The assignment of this license and related agreements is a condition to closing.
“We are pleased to have received the Courts’ approval of the sale of Performance Sports Group’s business to an investor group led by Sagard Holdings and Fairfax Financial, which we continue to believe represents the best path forward for our customers, vendors, retail and business partners, employees and other stakeholders,” said Harlan Kent, Chief Executive Officer, Performance Sports Group. “We look forward to completing the sale in the coming weeks and we remain focused on continuing to deliver our high-quality products across all our brands to our customers and consumers.”
Paul Desmarais III, Executive Chairman of Sagard Capital, said: “We are very pleased to have achieved today’s important milestone in the U.S. and Canadian courts. We are looking forward to continuing work with Fairfax and the PSG team to build an even stronger company for the long term around its iconic sporting brands.”
Paul Rivett, President of Fairfax, said: “We are extremely excited to have the best brands and a partnership with Sagard that provides the stable, long-term ownership necessary to continue innovating for the future.”
Performance Sports Group anticipates that its operations will continue uninterrupted in the ordinary course of business and that day-to-day obligations to its employees, suppliers of goods and services and customers will continue to be met through to closing of the sale.
MCTO By-Weekly Regulatory Update
In addition, the Company is providing a bi-weekly status update in accordance with its obligations under the alternative information guidelines set out in National Policy 12-203 – Cease Trade Orders for Continuous Disclosure Defaults (“NP 12-203”). As previously announced, the Company is subject to a management cease trade order issued by the Ontario Securities Commission, the Company’s principal regulator in Canada, in connection with the delayed filing of its Annual Report on Form 10-K, including its annual audited financial statements for the fiscal year ended May 31, 2016 and the related management’s discussion and analysis (collectively, the “Annual Filings”), and the Company advises that (i) there have been no material changes to the information relating to the delayed filing of its Annual Filings, (ii) it intends to continue to comply with the alternative information guidelines of NP 12-203; (iii) except as previously disclosed, there are no subsequent specified defaults (actual or anticipated) within the meaning of NP 12-203; and (iv) there is no other material information concerning the Company and its affairs that has not been generally disclosed as of the date of this press release.
Additional information is available on the restructuring page of the Company’s website, www.PerformanceSportsGroup.com. For additional information, vendors and customers may call the Company’s toll free hotline at 1-844-531-7079 in North America (603-610-5998 from outside North America).
About Performance Sports Group Ltd.
Performance Sports Group Ltd. (OTC: PSGLQ) is a leading developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. The Company is the global leader in hockey with the strongest and most recognized brand, and is a leader in North America in baseball and softball. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA and EASTON brand names and are distributed by sales representatives and independent distributors throughout the world. In addition, the Company distributes its hockey products through its Burlington, Massachusetts and Bloomington, Minnesota Own The Moment Hockey Experience retail stores. For more information on the Company, please visit www.PerformanceSportsGroup.com.
Sr. Director, Corporate Communications
Photo courtesy of Reuters/Brian Snyder