Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

A.J. Silber

Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

(416) 363-9491

 

with copies to:

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment contain information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

* The calculation of the foregoing percentage is based on 45,566,680 Common Shares outstanding as of April 13, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 14, 2016. 

 

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* The calculation of the foregoing percentage is based on 45,566,680 Common Shares outstanding as of April 13, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 14, 2016.  

 

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* The calculation of the foregoing percentage is based on 45,566,680 Common Shares outstanding as of April 13, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 14, 2016.  

 

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* The calculation of the foregoing percentage is based on 45,566,680 Common Shares outstanding as of April 13, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 14, 2016.

 

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* The calculation of the foregoing percentage is based on 45,566,680 Common Shares outstanding as of April 13, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 14, 2016.

 

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* The calculation of the foregoing percentage is based on 45,566,680 Common Shares outstanding as of April 13, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 14, 2016.

 

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* The calculation of the foregoing percentage is based on 45,566,680 Common Shares outstanding as of April 13, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 14, 2016.

 

8

 

 

* The calculation of the foregoing percentage is based on 45,566,680 Common Shares outstanding as of April 13, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 14, 2016.

 

9

 

 

* The calculation of the foregoing percentage is based on 45,566,680 Common Shares outstanding as of April 13, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 14, 2016.

 

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* The calculation of the foregoing percentage is based on 45,566,680 Common Shares outstanding as of April 13, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 14, 2016.

 

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Item 1.         Security and Issuer

 

This statement on Schedule 13D (this Statement) relates to the common shares, no par value per share (the Common Shares), of Performance Sports Group Ltd., a corporation formed under the laws of British Columbia, Canada (the Company). The principal executive offices of the Company are located at 100 Domain Drive, Exeter, New Hampshire 03833. As reported in the Companys Quarterly Report on Form 10-Q (the 10-Q) filed with the Securities and Exchange Commission (the Commission) on April 14, 2016, as of April 13, 2016, there were 45,566,680 Common Shares outstanding.

 

Item 2.         Identity and Background

 

(a)  This Statement is being filed jointly on behalf of the following persons (collectively, the Reporting Persons):

 

(i) 251091708 Delaware LP, a Delaware limited partnership (251091708);

 

(ii) PubCo Investments LP, an Ontario limited partnership (PubCo LP);

 

(iii) 2484842 Ontario Limited, a corporation formed under the laws of Ontario, Canada (2484842 GP);

 

(iv) Brookfield Capital Partners Ltd., a corporation formed under the laws of Ontario, Canada (BF Capital Partners);

 

(v) BCP GP Limited, a corporation formed under the laws of Ontario, Canada (BCP GP);

 

(vi) Brookfield Private Equity Group Holdings LP, a Manitoba limited partnership (BF Holdings);

 

(vii) Brookfield Private Equity Inc., a corporation formed under the laws of Ontario, Canada (BPE);

 

(viii) Brookfield Asset Management Private Institutional Capital Adviser (Private Equity) LP, a Manitoba limited partnership (BAM PIC);

 

(ix) Brookfield Asset Management Inc., a corporation formed under the laws of Ontario, Canada (BAM); and

 

(x) Partners Limited, a corporation formed under the laws of Ontario, Canada (Partners, and collectively with 251091708, PubCo LP, 2484842 GP, BF Capital Partners, BCP GP, BF Holdings, BPE, BAM PIC, BAM and their affiliates, Brookfield).

 

251091708 is controlled by its general partner, PubCo LP. PubCo LP is controlled by its general partner, 2484842 GP. 2484842 GP is controlled by its sole shareholder, BF Capital Partners. BF Capital Partners is controlled by its sole shareholder, BCP GP. BCP GP is controlled by its sole shareholder, BF Holdings.  BF Holdings is controlled by its general partner, BPE. BPE is controlled by its sole shareholder, BAM. BAM PIC serves as the investment advisor to 251091708, PubCo LP and 2484842 GP and is controlled by its general partner, BF Capital Partners. Partners Limited holds 85,120 Class B Limited Voting Shares of BAM, representing 100% of such shares, and 867,495 Class A Limited Voting Shares of BAM, representing approximately 0.1% of such shares, The agreement among the Reporting Persons relating to the joint filing of this Statement is attached to this Statement as Exhibit 1.

 

(b)  The business address of each of the Reporting Persons is 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada.

 

(c) The principal business of 251091708 is to invest in publicly-traded securities of various companies. The principal business of PubCo LP is to serve as the general partner of limited partnerships, including 251091708. The principal business of 2484842 GP is to serve as the general partner of PubCo LP. The principal business of BF Capital Partners is to manage various investments within Brookfields private equity group, including 2484842 GP. The principal business of BCP GP is to serve as the general partner of BF Capital Partners and other limited partnerships. The principal business of BF Holdings is to serve as the general partner of BCP GP and to own general

 

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and limited partnership interests in other investment partnerships. The principal business of BPE is to serve as the general partner of BF Holdings. The principal business of BAM PIC is to serve as an investment advisor for a variety of private investment vehicles within Brookfields private equity group. The principal business of BAM is alternative asset management. The principal business of Partners Limited is to hold securities of BAM, directly and indirectly, for the long-term.

 

Schedules I, II, III, IV, V and VI hereto set forth a list of all the directors and executive officers (the Scheduled Persons), and their respective principal occupations, addresses and citizenship, of 2484842 GP, BF Capital Partners, BCP GP, BPE, BAM and Partners Limited, respectively.

 

(d) During the last five years, none of the Reporting Persons or Scheduled Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, none of the Reporting Persons or Scheduled Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) The citizenship of each Scheduled Person is set forth in Schedules I through VI hereto.

 

Item 3.         Source and Amount of Funds or Other Consideration

 

251091708 purchased 4,556,668 Common Shares in the open market for an aggregate consideration of $12,934,141 (excluding brokerage commissions). All such purchases of Common Shares, as well as the costs associated with Swap Agreements (as defined in Item 6 below), were funded from available liquidity, which includes a revolving syndicated credit facility to which affiliates of 251091708 are parties. All obligations under this facility are guaranteed by limited partner investors that have committed capital to affiliates of 251091708, and as capital is called from such limited partners it can be used to repay the revolving credit facility. The revolving credit facility is between, among others, Sumitomo Mitsui Banking Corporation as administrative agent and sole lead arranger.  The revolving credit facility has a stated maturity date of July 9, 2018, a total aggregate principal amount of $1,000,000,000 and an effective interest rate tied to certain benchmark interest rates plus a margin of up to 1.4%.

 

Item 4.         Purpose of Transaction

 

The Reporting Persons acquired the Common Shares for investment purposes subject to the following:

 

The Reporting Persons intend to review on a continuing basis their investment in the Company. As a result of the Reporting Persons continuous review and evaluation of the business of the Company, the Reporting Persons may communicate with members of management of the Company, the board of directors of the Company, other shareholders of the Company, lenders to the Company and/or other relevant parties from time to time with respect to operational, strategic, financial or governance matters, including, but not limited to, potential refinancings (including a debtor-in-possession financing in the event of a bankruptcy filing), restructurings, recapitalizations, reorganizations, mergers, acquisitions, divestitures, a sale of the Company or other corporate transactions, or otherwise work with management and the board of directors of the Company. The Reporting Persons may seek to sell or otherwise dispose of some or all of the Companys securities (which may include, but is not limited to, transferring some or all of such securities to its affiliates or distributing some or all of such securities to such Reporting Persons respective partners, members or beneficiaries, as applicable) from time to time, and/or may seek to acquire additional securities of the Company (which may include rights or securities exercisable or convertible into securities of the Company) from time to time, in each case, in open market or private transactions, block sales or otherwise. Any transaction that the Reporting Persons may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Companys securities, subsequent developments affecting the Company, the Companys business and the Companys prospects, other investment and business opportunities available to the Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations, applicable law and other factors deemed relevant by the Reporting Persons.

 

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Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons, at any time and from time to time, may review or reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the board of directors of the Company with respect to the business and affairs of the Company, and may from time to time consider pursuing or proposing any such transactions with advisors, the Company or other persons.

 

Item 5.         Interest in Securities of the Issuer

 

(a)-(b) The aggregate number and percentage of Common Shares of the Company held by the Reporting Persons to which this Schedule 13D relates is 4,556,668 Common Shares, constituting approximately 10.00% of the Companys currently outstanding Common Shares.  The percentage of Common Shares of the Company is based on an aggregate number of Common Shares of the Company of 45,566,680 outstanding as of April 13, 2016, based on the information provided by the Company in the 10-Q.  The Reporting Persons have shared voting power and shared dispositive power over the aforementioned Common Shares.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that he or it is the member of a group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or for any other purpose.

 

(c)  Schedule VII hereto, which is incorporated herein by reference, sets forth the transactions in Common Shares of the Company that were effected in the past 60 days by the Reporting Persons.

 

(d)  Brookfield has the right to receive dividends from, and the proceeds from the sale of, the shares of the Common Shares covered by this Schedule 13D. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Shares covered by this Schedule 13D.

 

(e) Not applicable.

 

Item 6.         Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

As of September 12, 2016, 251091708 owns cash-settled total return swap agreements (the Swap Agreements) that it has entered into with a counterparty with an expiration of October 10, 2017, covering 211,027 notional shares of the Companys Common Shares (the Referenced Shares). The Swap Agreements may only be settled by cash settlement and 251091708 does not have any right to physical settlement. The Swap Agreements provide 251091708 with economic results that are comparable to the economic ownership of the Referenced Shares.  None of the Swap Agreements give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Company or requires the counterparty thereto to acquire, hold, vote or dispose of any securities of the Company. Supplemental financial terms of these contracts are detailed in Schedule VII for transactions in the last 60 days.

 

Except as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Company.

 

Item 7.         Material to be Filed as Exhibits

 

1.                                      Joint Filing Agreement, dated September 12, 2016, by and among the Reporting Persons.

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: September 12, 2016

 

	251091708 DELAWARE LP
	By: PubCo Investments LP, its General Partner
	By: 2484842 Ontario Limited, its General Partner
	By:	/s/ A.J. Silber
		Name:	A.J. Silber
		Title:	Director
	PUBCO INVESTMENTS LP
	By: 2484842 Ontario Limited, its General Partner
	By:	/s/ A.J. Silber
		Name:	A.J. Silber
		Title:	Director
	2484842 ONTARIO LIMITED
	By:	/s/ A.J. Silber
		Name:	A.J. Silber
		Title:	Director
	BROOKFIELD CAPITAL PARTNERS LTD.
	By:	/s/ David Nowak
		Name:	David Nowak
		Title:	Managing Partner
	BCP GP LIMITED
	By:	/s/ David Nowak
		Name:	David Nowak
		Title:	Managing Partner
	BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP
	By: Brookfield Private Equity Inc., its General Partner
	By:	/s/ David Nowak
		Name:	David Nowak
		Title:	Managing Partner

 

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	BROOKFIELD PRIVATE EQUITY INC.
	By:	/s/ David Nowak
		Name:	David Nowak
		Title:	Managing Partner
	BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (PRIVATE EQUITY), L.P.
	By: Brookfield Capital Partners Ltd., its General Partner
	By:	/s/ David Nowak
		Name:	David Nowak
		Title:	Managing Partner
	BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ A.J. Silber
		Name:	A.J. Silber
		Title:	VP, Legal Affairs and Corporate Secretary
	PARTNERS LIMITED
	By:	/s/ Brian D. Lawson
		Name:	Brian D. Lawson
		Title:	President

 

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SCHEDULE I

 

2484842 ONTARIO LIMITED

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jaspreet Dehl, Director, Senior Vice-President and Secretary		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President of BF Capital Partners		Canada
Joseph Freedman, Senior Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of BAM		Canada
Aaron Kline, Director and Senior Vice-President		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President, Tax of BAM		Canada
Cyrus Madon, Senior Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of BAM		Canada
David Nowak, Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner of BAM		Canada
Jim Reid, Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Energy of BAM		Canada
A.J. Silber, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Vice-President, Legal Affairs and Corporate Secretary of BAM		Canada
Ryan Szainwald, Senior Vice-President		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President of BF Capital Partners		Canada

 

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SCHEDULE II

 

BROOKFIELD CAPITAL PARTNERS LTD.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jaspreet Dehl, Director, Senior Vice-President and Secretary		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President of BF Capital Partners		Canada
Joseph Freedman, Senior Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of BAM		Canada
David Gregory, Senior Vice-President		250 Vesey Street, 14th Floor, New York, New York, 10281-1023, USA		Senior Vice President of BAM		Canada
Aaron Kline, Director and Senior Vice-President		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President, Tax of BAM		Canada
Cyrus Madon, Senior Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of BAM		Canada
David Nowak, Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner of BAM		Canada
Jim Reid, Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Energy of BAM		Canada
A.J. Silber, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Vice-President, Legal Affairs and Corporate Secretary of BAM		Canada
Ryan Szainwald, Senior Vice-President		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President of BF Capital Partners		Canada

 

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SCHEDULE III

 

BCP GP LIMITED

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jaspreet Dehl, Director, Senior Vice-President and Secretary		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President of BF Capital Partners		Canada
Joseph Freedman, Senior Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of BAM		Canada
Aaron Kline, Director and Senior Vice-President		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President, Tax of BAM		Canada
Cyrus Madon, Senior Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of BAM		Canada
David Nowak, Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner of BAM		Canada
Jim Reid, Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Energy of BAM		Canada
A.J. Silber, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Vice-President, Legal Affairs and Corporate Secretary of BAM		Canada
Ryan Szainwald, Senior Vice-President		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President of BF Capital Partners		Canada

 

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SCHEDULE IV

 

BROOKFIELD PRIVATE EQUITY INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jaspreet Dehl, Director, Senior Vice-President and Secretary		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President of BF Capital Partners		Canada
Joseph Freedman, Senior Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of BAM		Canada
Aaron Kline, Director and Senior Vice-President		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President, Tax of BAM		Canada
Cyrus Madon, Senior Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of BAM		Canada
David Nowak, Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner of BAM		Canada
A.J. Silber, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Vice-President, Legal Affairs and Corporate Secretary of BAM		Canada
Ryan Szainwald, Senior Vice-President		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President of BF Capital Partners		Canada

 

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SCHEDULE V

 

BROOKFIELD ASSET MANAGEMENT INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
M. Elyse Allan, Director		2300 Meadowvale Road, Mississauga, Ontario, L5N 5P9, Canada		President and Chief Executive Officer of General Electric Canada Company Inc.		Canada
Jeffrey M. Blidner, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of BAM		Canada
Angela F. Braly, Director		832 Alverna Drive, Indianapolis, Indiana 46260		President & Founder of The Braly Group, LLC		U.S.A.
Jack L. Cockwell, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
Marcel R. Coutu, Director		335 8th Avenue SW, Suite 1700 Calgary, Alberta T2P 1C9, Canada		Former President and Chief Executive Officer of Canadian Oil Sands Limited		Canada
Maureen Kempston Darkes, Director		21 Burkebrook Place, Apt. 712 Toronto, Ontario M4G 0A2, Canada		Corporate Director and former President, Latin America, Africa and Middle East of General Motors Corporation		Canada
J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Executive Officer of BAM		Canada
Robert J. Harding, Director		181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada		Past Chairman of BAM		Canada
David W. Kerr, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Chairman of Halmont Properties Corp.		Canada
Brian W. Kingston, Senior Managing Partner		250 Vesey St., 15th Floor New York, New York 10281		Senior Managing Partner of BAM		Canada
Brian D. Lawson, Senior Managing Partner and Chief Financial Officer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Financial Officer of BAM		Canada

 

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Philip B. Lind, Director		Rogers Communications Inc., 333 Bloor Street East, 10th Floor, Toronto, Ontario M4W 1G9, Canada		Co-Founder, Vice Chairman and Director of Rogers Communications Inc.		Canada
Cyrus Madon, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of BAM		Canada
Frank J. McKenna, Director		TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada		Chair of BAM and Deputy Chair of TD Bank Group		Canada
Youssef A. Nasr, Director		P.O. Box 16 5927, Beirut, Lebanon		Corporate Director and former Chairman and CEO of HSBC Middle East Ltd. and former President of HSBC Bank Brazil		Lebanon and U.S.A.
Lord Augustine Thomas ODonnell, Director		P.O. Box 1, TD Centre, 66 Wellington St. W., 4th Floor, TD Tower Toronto, Ontario M5K 1A2, Canada		Chairman of Frontier Economics and Strategic Advisor of TD Bank Group		United Kingdom
Samuel J.B. Pollock, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of BAM		Canada
Ngee Huat Seek, Director		168 Robinson Road #37 01 Capital Tower Singapore 068912		Former Chairman of the Latin American Business Group, Government of Singapore Investment Corporation		Singapore
Diana L. Taylor, Director		Solera Capital L.L.C 625 Madison Avenue, 3rd Floor New York, N.Y. 10022		Vice Chair of Solera Capital LLC		U.S.A
George S. Taylor, Director		R.R. #3, 4675 Line 3, St. Marys, Ontario N4X 1C6, Canada		Corporate Director		Canada
A.J. Silber, Vice-President, Legal Affairs and Corporate Secretary		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Vice-President, Legal Affairs and Corporate Secretary of BAM		Canada

 

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SCHEDULE VI

 

PARTNERS LIMITED

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jack L. Cockwell, Director and Chairman		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
David W. Kerr, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Chairman of Halmont Properties Corp.		Canada
Brian D. Lawson, Director and President		181 Bay Street, Brookfield Place, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Financial Officer of BAM		Canada
George E. Myhal, Director		181 Bay Street, Brookfield Place, Suite 210, Toronto, Ontario M5J 2T3, Canada		President and CEO of Partners Value Investments Inc.		Canada
Timothy R. Price, Director		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chairman of Brookfield Funds		Canada
Tony E. Rubin, Treasurer		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Accountant		Canada
Lorretta Corso, Secretary		181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Corporate Secretarial Administrator of BAM		Canada

 

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SCHEDULE VII

 

TRADING IN SHARES

 

Between July 15, 2016 and September 12, 2016, the Reporting Persons made the following transactions in the Common Shares of the Company:

 

Name

Trade Date

Buy/Sell/Exercise

No. of Shares / Quantity

Unit Cost/ Proceeds

Security

Expiration Date

251091708 Delaware LP

8/26/2016

Buy

250,000

$

2.3611

Common Shares

N/A

251091708 Delaware LP

8/26/2016

Buy

700,000

$

2.2439

Common Shares

N/A

251091708 Delaware LP

8/26/2016

Buy

286,907

$

2.4575

Common Shares

N/A

251091708 Delaware LP

8/29/2016

Buy

250,000

$

2.3797

Common Shares

N/A

251091708 Delaware LP

8/30/2016

Buy

100,000

$

2.5977

Common Shares

N/A

251091708 Delaware LP

8/31/2016

Buy

150,000

$

2.7080

Common Shares

N/A

251091708 Delaware LP

9/1/2016

Buy

49,000

$

2.7105

Common Shares

N/A

251091708 Delaware LP

9/2/2016

Buy

1,000,000

$

3.0122

Common Shares

N/A

251091708 Delaware LP

9/2/2016

Buy

487,850

$

2.7608

Common Shares

N/A

251091708 Delaware LP

9/2/2016

Buy

575,248

$

3.3908

Common Shares

N/A

251091708 Delaware LP

9/6/2016

Buy

53,184

$

3.1749

Common Shares

N/A

251091708 Delaware LP

9/7/2016

Buy

100,000

$

3.2760

Common Shares

N/A

251091708 Delaware LP

9/7/2016

Buy

248,773

$

3.2953

Common Shares

N/A

251091708 Delaware LP

9/8/2016

Buy

150,000

$

3.4316

Common Shares

N/A

251091708 Delaware LP

9/8/2016

Buy

44,258

$

3.3260

Common Shares

N/A

251091708 Delaware LP

9/8/2016

Buy

93,036

$

3.4215

Cash-Settled Total Return Swap

10/10/2017

251091708 Delaware LP

9/9/2016

Buy

65,881

$

3.4677

Common Shares

N/A

251091708 Delaware LP

9/9/2016

Buy

96,040

$

3.4416

Cash-Settled Total Return Swap

10/10/2017

251091708 Delaware LP

9/12/2016

Buy

45,567

$

3.4699

Common Shares

N/A

251091708 Delaware LP

9/12/2016

Buy

21,951

$

3.3525

Cash-Settled Total Return Swap

10/10/2017

 

24

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.  Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

In accordance with Rule 13d-1(k)(1), as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them to such a statement on Schedule 13D with respect to the common shares or other securities of Performance Sports Group Ltd. beneficially owned by each of them.  Each of the undersigned hereby expressly authorizes each other party to file on its behalf any and all amendments to such statement.  This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

 

Dated: September 12, 2016

 

	251091708 DELAWARE LP
	By: PubCo Investments LP, its General Partner
	By: 2484842 Ontario Limited, its General Partner
	By:	/s/ A.J. Silber
		Name:		A.J. Silber
		Title:		Director
	PUBCO INVESTMENTS LP
	By: 2484842 Ontario Limited, its General Partner
	By:	/s/ A.J. Silber
		Name:		A.J. Silber
		Title:		Director
	2484842 ONTARIO LIMITED
	By:	/s/ A.J. Silber
		Name:	A.J. Silber
		Title:	Director
	BROOKFIELD CAPITAL PARTNERS LTD.
	By:	/s/ David Nowak
		Name:		David Nowak
		Title:		Managing Partner

 

 

	BCP GP LIMITED
	By:	/s/ David Nowak
		Name:		David Nowak
		Title:		Managing Partner
	BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP
	By: Brookfield Private Equity Inc., its General Partner
	By:	/s/ David Nowak
		Name:		David Nowak
		Title:		Managing Partner
	BROOKFIELD PRIVATE EQUITY INC.
	By:	/s/ David Nowak
		Name:		David Nowak
		Title:		Managing Partner
	BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISOR (PRIVATE EQUITY) LP
	By: Brookfield Capital Partners Limited, its General Partner
	By:	/s/ David Nowak
		Name:	David Nowak
		Title:	Managing Partner
	BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ A.J. Silber
		Name:	A.J. Silber
		Title:	VP, Legal Affairs and Corporate Secretary
	PARTNERS LIMITED
	By:	/s/ Brian D. Lawson
		Name:	Brian D. Lawson
		Title:	President