0001104659-16-145917.txt : 20160921 0001104659-16-145917.hdr.sgml : 20160921 20160921164119 ACCESSION NUMBER: 0001104659-16-145917 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160914 FILED AS OF DATE: 20160921 DATE AS OF CHANGE: 20160921 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Performance Sports Group Ltd. CENTRAL INDEX KEY: 0001514242 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 100 DOMAIN DRIVE CITY: EXETER STATE: NH ZIP: 03833 BUSINESS PHONE: 603-610-5802 MAIL ADDRESS: STREET 1: 100 DOMAIN DRIVE CITY: EXETER STATE: NH ZIP: 03833 FORMER COMPANY: FORMER CONFORMED NAME: Bauer Performance Sports Ltd. DATE OF NAME CHANGE: 20110302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP GP Ltd CENTRAL INDEX KEY: 0001685160 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36506 FILM NUMBER: 161896007 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Capital Partners Ltd. CENTRAL INDEX KEY: 0001685158 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36506 FILM NUMBER: 161896008 BUSINESS ADDRESS: STREET 1: CC/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: CC/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PubCo Investments LP CENTRAL INDEX KEY: 0001685327 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36506 FILM NUMBER: 161896010 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: 181 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: 181 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36506 FILM NUMBER: 161896012 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: A6 M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: A6 M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER NAME: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 251091708 Delaware LP CENTRAL INDEX KEY: 0001685326 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36506 FILM NUMBER: 161896011 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: 181 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: 181 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Private Equity Group Holdings LP CENTRAL INDEX KEY: 0001685157 STATE OF INCORPORATION: A2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36506 FILM NUMBER: 161896006 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Private Equity Inc. CENTRAL INDEX KEY: 0001685113 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36506 FILM NUMBER: 161896005 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 2484842 Ontario Ltd CENTRAL INDEX KEY: 0001685119 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36506 FILM NUMBER: 161896009 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: TORONTO BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: TORONTO REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Asset Management Private Institutional Capital Adviser (Private Equity), L.P. CENTRAL INDEX KEY: 0001666925 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36506 FILM NUMBER: 161896004 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, SUITE 300 STREET 2: 181 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5F 2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, SUITE 300 STREET 2: 181 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5F 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Partners Ltd CENTRAL INDEX KEY: 0001540229 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36506 FILM NUMBER: 161896003 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 3 1 a3.xml 3 X0206 3 2016-09-14 0 0001514242 Performance Sports Group Ltd. PSG 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001685326 251091708 Delaware LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001685327 PubCo Investments LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001685119 2484842 Ontario Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001685158 Brookfield Capital Partners Ltd. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001685160 BCP GP Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001685157 Brookfield Private Equity Group Holdings LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001685113 Brookfield Private Equity Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001666925 Brookfield Asset Management Private Institutional Capital Adviser (Private Equity), L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001540229 Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 Common Shares, no par value 4751408 I Owned by 251091708 Delaware LP Cash-settled total return swap 3.4215 2017-10-10 Common Shares, no par value 93036 I Owned by 251091708 Delaware LP Cash-settled total return swap 3.4416 2017-10-10 Common Shares, no par value 96040 I Owned by 251091708 Delaware LP Cash-settled total return swap 3.3525 2017-10-10 Common Shares, no par value 21951 I Owned by 251091708 Delaware LP This Form 3 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (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"). 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. Each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by the Reporting Persons directly or indirectly controlled by it, but each (other than 251091708 to the extent of its direct holdings) disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. 251091708 has entered into cash-settled total return swap agreements (the "Swap Agreements") as reported in Table II, under which: (i) 251091708 will be obligated to pay the counterparty any negative price performance of the common shares of the Issuer subject to such swap at the expiration date of such swap and (ii) the counterparty will be obligated to pay 251091708 any positive price performance of the common shares of the Issuer subject to such swap at the expiration date of such swap. Any dividends received by the counterparty on such notional common shares of the Issuer during the term of the swap will be paid to 251091708. All balances will be cash settled at the expiration date of the swaps. The Swap Agreements do not provide the Reporting Persons with any voting or dispositive power over any shares held by the counterparty and do not require the counterparty thereto to acquire, hold, vote or dispose of any shares of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any common shares of the Issuer that may be referenced in such swaps or any other securities that may be held from time to time by the counterparty to such swaps. Represents the reference price associated with the Swap Agreements. /s/ A.J. Silber for Brookfield Asset Management Inc. 2016-09-21 /s/ A.J. Silber for 251091708 Delaware LP 2016-09-21 /s/ A.J. Silber for PubCo Investments LP 2016-09-21 /s/ A.J. Silber for 2484842 Ontario Limited 2016-09-21 /s/ David Nowak for Brookfield Capital Partners Ltd. 2016-09-21 /s/ David Nowak for BCP GP Limited 2016-09-21 /s/ David Nowak for Brookfield Private Equity Group Holdings LP 2016-09-21 /s/ David Nowak for Brookfield Private Equity Inc. 2016-09-21 /s/ David Nowak for Brookfield Asset Management Private Institutional Capital Adviser (Private Equity) LP 2016-09-21 /s/ Brian D. Lawson for Partners Limited 2016-09-21