Lexpert Magazine

June 2017

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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18 LEXPERT MAGAZINE | JUNE 2017 BIG DEALS DEALS ANALYSIS 14 14 Total Deals Published 3 Corporate Finance 21 11 Mergers & Acquisitions 21 6 Cross-border Transactions 21 BIG DEALS TRANSACTION VITALS ANNOUNCED: 2/28/2017 CLOSED: 2/28/2017 TECHNIQUE: RESTRUCTURING ATTITUDE: FRIENDLY SOUGHT: 100% JOHN TUZYK BLAKE, CASSELS & GRAYDON LLP TORONTO (FOR SAGARD IN CANADA) DAVID CHAIKOF TORYS LLP TORONTO (FOR FAIRFAX IN CANADA) EDWARD WAITZER STIKEMAN ELLIOTT LLP TORONTO (FOR PERFORMANCE SPORTS GROUP) JONAH MANN STIKEMAN ELLIOTT LLP TORONTO (FOR PERFORMANCE SPORTS GROUP) In the culmination of a complex cross-border bankruptcy sales and auction process, on February 28, 2017, Performance Sports Group Ltd. ("PSG") announced the completion of the sale of substantial- ly all of its assets to an investor group led by Sagard Holdings Inc. ("Sagard") and Fairfax Financial Holdings Limited ("Fairfax") for US$575 million, subject to certain adjustments, and the assumption of related operating liabilities. e new, privately held company will be a leading developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and soball sports equipment and related apparel. Its products will be sold under the BAUER, MISSION, MAVERIK, CASCADE and EASTON brand names and will be marketed and distributed worldwide. e sale was completed in connection with PSG's cross-border restructuring proceedings which commenced on October 31, 2016, with joint proceedings in the Ontario Superior Court of Justice un- der the Companies' Creditors Arrangement Act and the US Bankrupt- cy Court for the District of Delaware under Chapter 11 of Title 11 of the US Code. e Sagard/Fairfax-led investor group made the "stalking horse" bid at the outset of the sales and auction process, which was ultimately determined to be the successful bid. To provide working capital for PSG's operations and to fund the auction and sales process during the restructuring process, PSG's existing asset-based lenders and Fairfax and Sagard provided PSG with an aggregate of US$386 million in debtor-in-possession (DIP) financing. Both Canadian and US courts approved the sale and associated reorganization transactions pursu- ant to orders dated February 6, 2017, and supplemented on Febru- ary 10, 2017. Upon completion of the sale, PSG ceased to exist as an operating business and is in the process of allocating and distributing the sale proceeds to the debtors' stakeholders in the US and Canadian bankruptcy proceedings. PSG was represented in-house by a team led by Michael Wall, Ex- ecutive Vice President, General Counsel and Corporate Secretary. PSG was represented in Canada by Stikeman Elliott LLP with a team comprising Edward Waitzer, Mihkel Voore, Jonah Mann, An- drew Lahey, Frank Selke, Meghan Jones and Julia Dmitrijeva (M&A/ securities), Peter Howard, Elizabeth Pillon, Kathryn Esaw, Lee Nich- olson and Vlad Calina (restructuring/insolvency), Denise Duiuis (corporate), Craig Mitchell, Howard Rosenoff, Vanessa Beamish and Daniel Tsarevsky (banking/financing), Dean Kraus, Marie-Andrée Beaudry, Jean-Guillaume Shooner, Dominic Bédard-Lapointe, Katy Pitch, Lindsay Gwyer and Eryn Fanjoy (tax), Ramandeep Grewal and Laura Levine (regulatory), Paul Collins, Michael Kilby and William Wu (competition), Nancy Ramalho and Natasha vandenHoven (em- ployment, labour and pensions), Alan D'Silva, Mark Walli and Paula Price (litigation), Larry Cobb and Myriam Fortin (environmental), Justine Whitehead (IP) and Teanna Lobo (real estate). COMPILED BY GENA SMITH PERFORMANCE SPORTS GROUP SELLS ITS ASSETS TO INVESTOR GROUP LED BY SAGARD AND FAIRFAX

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