Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

(Name of Issuer)

 

(Title Class of Securities)

 

(CUSIP Number)

 

(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 Rule 13d-1(e), 13d-1(f) or 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 containing 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).

 

 

 

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Introduction

 

This Amendment No. 9 to Schedule 13D (this Statement) relates to the beneficial ownership of the Common Shares, no par value per share (the Shares), of Performance Sports Group Ltd., a Canadian corporation (the Issuer).  This Statement is being filed on behalf of the Reporting Persons and amends and supplements the Schedule 13D filed by certain of the Reporting Persons dated February 1, 2016, as heretofore amended (as so amended, the Schedule 13D).  Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given to such terms in the Schedule 13D.

 

Item 4.           Purpose of Transaction.

 

Item 4 is hereby supplemented by the addition of the following:

 

Discussions With Brookfield Capital Partners Ltd. and its representatives.

 

Sagard and Brookfield Capital Partners Ltd. (Brookfield) have entered into a confidentiality agreement relating to (i) the Issuer and its confidential information, as required by Sagards existing confidentiality agreement with the Issuer, and (ii) any other confidential information provided by or on behalf of Sagard to Brookfield.

 

As a condition to the provision of such confidential information, Brookfield also agreed, until April 23, 2017, not to, directly or indirectly, (i) assist or cooperate with, or become a co-bidder, investor with, lender to, or otherwise participate in any way with (including by submitting a proposal to), any other person or entity (other than Sagard) which seeks to effect a transaction with, or investment in, the Issuer, or otherwise interfere with the Reporting Persons activities or (ii) contact the Issuer or any of its stockholders (other than Sagard), lenders, advisors, bondholders, owners, managers, members, directors or other representatives regarding any potential restructuring, strategic alternative, acquisition, financing, joint venture, investment, or similar transaction with or involving the Issuer, including by making a proposal or a request for information.

 

The Reporting Persons, Brookfield and their respective representatives may discuss the possibility of the Reporting Persons and Brookfield, and/or one or more entities to be formed at the direction of the Reporting Persons, acting together with respect to potential plans or proposals related to a Potential Transaction.

 

The Reporting Persons and Brookfield have not yet entered into any agreements, term sheets, or other arrangements among themselves with respect to any joint activity and it is presently uncertain whether the Reporting Persons and Brookfield, and/or an entity formed thereby, on the one hand, and the Issuer, on the other hand, will agree to any definitive agreement with respect to any Potential Transaction, or that any Potential Transaction will occur.

 

Disclaimer of Group.

 

The Reporting Persons and Brookfield presently have no collective intention with respect to acquiring, voting, holding or disposing of equity securities of the Issuer, including the Shares (whether by tender offer, exchange offer, merger or otherwise).  Accordingly, the Reporting Persons and Brookfield have not agreed to act together with respect to acquiring, voting, holding or disposing of equity securities of the Issuer.  For that reason, the Reporting Persons disclaim the formation of a group with Brookfield within the meaning of Rule 13d-5 of the Exchange Act, and are not making a group filing with Brookfield pursuant to Section 13(d) under the Exchange Act.  This Statement is being filed by the Reporting Persons to, among other things, disclose the matters set forth herein with respect to Brookfield, and Brookfield is not a Reporting Person hereunder.

 

Other

 

Nothing in this Amendment No. 9 to Schedule 13D shall be deemed to modify the statement in Amendment No. 8 to Schedule 13D that if the Reporting Persons proceed with a plan or proposal regarding a Potential Transaction, they are likely to proceed with Fairfax Financial Holdings Limited (Fairfax).  Instead, it is possible that, depending on discussions with Brookfield, Brookfield may be an additional participant in such a plan or proposal submitted by the Reporting Persons (and Fairfax, if applicable).

 

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SIGNATURE

 

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

 

 

Date: October 27, 2016	SAGARD CAPITAL PARTNERS, L.P.
	By:	Sagard Capital Partners GP, Inc., its general partner
	By:	/s/ Samuel Robinson
		Name: Samuel Robinson
		Title: President
	SAGARD CAPITAL PARTNERS GP, INC.
	By:	/s/ Samuel Robinson
		Name: Samuel Robinson
		Title: President
	SAGARD CAPITAL PARTNERS MANAGEMENT CORP.
	By:	/s/ Samuel Robinson
		Name: Samuel Robinson
		Title: President
	SAGARD HOLDINGS INC.
	By:	/s/ Samuel Robinson
		Name: Samuel Robinson
		Title: Vice President
	9938982 CANADA INC.
	By:	/s/ Samuel Robinson
		Name: Samuel Robinson
		Title: President

 

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