OLD PSG WIND-DOWN LTD. - FORM 8-K - November 9, 2016

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EX-99.1 - EXHIBIT 99.1 - OLD PSG WIND-DOWN LTD.eh1601112_ex9901.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  November 9, 2016
PERFORMANCE SPORTS GROUP LTD.
(Exact name of registrant as specified in its charter)

British Columbia, Canada
(State or other jurisdiction of
incorporation or organization)
001-36506
(Commission
File Number)
Not Applicable
(I.R.S. Employer
Identification Number)
     
100 Domain Drive
Exeter, NH
(Address of principal executive offices)
  
03833-4801
(Zip Code)
     
Registrant’s telephone number, including area code:  (603) 610-5802
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01          Other Events.
On November 9, 2016, Performance Sports Group Ltd. (the “Company”) filed a material change report (the “Material Change Report”) summarizing the previously disclosed announcement that (i) the Company filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code, as amended in the United States Bankruptcy Court for the District of Delaware and commenced creditor protection proceedings under the Companies’ Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List) in order to facilitate a financial and corporate restructuring through a going-concern sale of substantially all of the Company’s assets, (ii) the Company entered into an asset purchase agreement and (iii) the Company entered into two debtor-in-possession financing facilities. A copy of the Material Change Report is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01          Financial Statements and Exhibits.
(d)          Exhibits.
Exhibit No.
  
Description
     
99.1
   Material Change Report, dated November 9, 2016.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 9, 2016
 
PERFORMANCE SPORTS GROUP LTD.
  
       
 
By:
/s/ Michael J. Wall  
    Name: Michael J. Wall  
    Title:
Executive Vice President, General
Counsel and Corporate Secretary
  
       
 

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