U.S. private equity firm Kohlberg & Co has undertaken a further secondary sale of up to 6.3 million common shares of Bauer Performance Sports Ltd, a Canadian manufacturer of hockey and lacrosse equipment and apparel. The offering price is $12.15 per share. Upon completion of the transaction, Kohlberg’s interest in the company is expected to be 14.7% of issued and outstanding shares. Kohlberg and Roustan Capital acquired Bauer in a corporate carve-out deal in 2008. In 2011, Bauer raised $75 million in an initial public offering.
Bauer Performance Sports Announces Increase in Secondary Offering of Shares by the Kohlberg Funds
TORONTO, ONTARIO–(Marketwired – Oct. 11, 2013) –
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Bauer Performance Sports Ltd. (“Bauer” or the “Company”) (TSX:BAU) today announced that funds advised or managed by Kohlberg Management VI, LLC (the “Kohlberg Funds”), Bauer’s largest shareholder, have entered into an amended agreement with a syndicate of underwriters co-led by RBC Capital Markets and Paradigm Capital Inc. for a secondary offering, on a bought deal basis, of 5,500,000 common shares of the Company at an offering price of Cdn$12.15 per common share. In addition, the syndicate has been granted an over-allotment option by the Kohlberg Funds, exercisable for a period of 30 days from closing, to purchase up to an additional 825,000 common shares. Bauer will not receive any proceeds from the secondary offering.
Pursuant to a registration rights agreement executed between the Kohlberg Funds and other shareholders of Bauer prior to its initial public offering, certain other shareholders of Bauer that held shares prior to the initial public offering have the right to elect to participate in the secondary offering. To the extent any of these shareholders elect to participate in the secondary offering, the number of common shares to be sold by the Kohlberg Funds will correspondingly be reduced. The Kohlberg Funds currently own an equivalent of 30.3% of the issued and outstanding common stock of Bauer on a non-diluted basis. Assuming no other shareholders elect to participate in the secondary offering but before giving effect to the over-allotment option, the ownership interest of the Kohlberg Funds will, upon completion of the secondary offering, be reduced to approximately 14.7%.
A preliminary short-form prospectus relating to the offering will be filed shortly with Canadian securities regulatory authorities. Closing of the offering is expected to occur on or about November 1, 2013 and is subject to certain conditions, including the approval of the Canadian securities regulatory authorities.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, which may be made only by means of the prospectus, nor shall there be any sale of the common shares in any state, province or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state, province or jurisdiction. The common shares to be sold pursuant to the secondary offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registrations requirements of such Act. This press release shall not constitute and offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.
ABOUT BAUER PERFORMANCE SPORTS LTD.
Bauer Performance Sports Ltd. (TSX:BAU) is a leading developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball equipment as well as related apparel. The company has the most recognized and strongest brand in the ice hockey equipment industry, and holds the top market share position in both ice and roller hockey. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA and COMBAT brand names and are distributed by sales representatives and independent distributors throughout the world. Bauer Performance Sports is focused on building its leadership position and growing market share in all product categories through continued innovation at every level. For more information, visit www.bauerperformancesports.com.
Caution Concerning Forward-Looking Statements
Certain statements in this press release about Bauer’s current and future plans, expectations and intentions, or any other future events or developments constitute forward-looking statements. The words “will”, “expects”, “plans”, “intends”, “estimates” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements are based on assumptions made by Bauer in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that are believed to be appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct. Many factors could cause future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, general economic and market conditions and current adverse economic conditions. The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations and may not be appropriate for other purposes; readers should not place undue reliance on forward-looking statements made herein. Furthermore, unless otherwise stated, the forward-looking statements contained in this press release are made as of the date hereof, and we have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
INVESTOR INQUIRIES: Bauer Performance Sports Ltd.
Chief Financial Officer
MEDIA INQUIRIES: Bauer Performance Sports Ltd.
Tory Mazzola, Global Communications Manager
Spinnaker Capital Markets Inc.
Kevin O’Connor / Ali Mahdavi
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