Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

PERFORMANCE SPORTS GROUP LTD

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

71377G100

(CUSIP Number)

Christopher Shackelton/Adam Gray

Metro Center

1 Station Place, 7th Floor South

Stamford, CT 06902

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

August 15, 2016

(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. ¨

 

*	The remainder of this cover page shall be filled out for a reporting persons 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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SCHEDULE 13D

 

CUSIP No. 71377G100		Page 2 of 11

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Coliseum Capital Management, LLC
2.		Check the appropriate box if a member of a group (see instructions)   (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   4,448,039
				9.		Sole dispositive power   0
				10.		Shared dispositive power   4,448,039
11.		Aggregate amount beneficially owned by each reporting person   4,448,039
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ¨
13.		Percent of class represented by amount in Row (11)   9.8%
14.		Type of reporting person (see instructions)   OO, IA

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SCHEDULE 13D

 

CUSIP No. 71377G100		Page 3 of 11

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Coliseum Capital, LLC
2.		Check the appropriate box if a member of a group (see instructions)   (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   3,449,741
				9.		Sole dispositive power   0
				10.		Shared dispositive power   3,449,741
11.		Aggregate amount beneficially owned by each reporting person   3,449,741
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ¨
13.		Percent of class represented by amount in Row (11)   7.6%
14.		Type of reporting person (see instructions)   OO

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SCHEDULE 13D

 

CUSIP No. 71377G100		Page 4 of 11

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Coliseum Capital Partners, L.P.
2.		Check the appropriate box if a member of a group (see instructions)   (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   2,722,041
				9.		Sole dispositive power   0
				10.		Shared dispositive power   2,722,041
11.		Aggregate amount beneficially owned by each reporting person   2,722,041
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ¨
13.		Percent of class represented by amount in Row (11)   6.0%
14.		Type of reporting person (see instructions)   PN

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SCHEDULE 13D

 

CUSIP No. 71377G100		Page 5 of 11

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Coliseum Capital Partners II, L.P.
2.		Check the appropriate box if a member of a group (see instructions)   (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   727,700
				9.		Sole dispositive power   0
				10.		Shared dispositive power   727,700
11.		Aggregate amount beneficially owned by each reporting person   727,700
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ¨
13.		Percent of class represented by amount in Row (11)   1.6%
14.		Type of reporting person (see instructions)   PN

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SCHEDULE 13D

 

CUSIP No. 71377G100		Page 6 of 11

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Adam Gray
2.		Check the appropriate box if a member of a group (see instructions)   (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or place of organization   United States
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   4,448,039
				9.		Sole dispositive power   0
				10.		Shared dispositive power   4,448,039
11.		Aggregate amount beneficially owned by each reporting person   4,448,039
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ¨
13.		Percent of class represented by amount in Row (11)   9.8%
14.		Type of reporting person (see instructions)   IN

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SCHEDULE 13D

 

CUSIP No. 71377G100		Page 7 of 11

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Christopher Shackelton
2.		Check the appropriate box if a member of a group (see instructions)   (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or place of organization   United States
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   4,448,039
				9.		Sole dispositive power   0
				10.		Shared dispositive power   4,448,039
11.		Aggregate amount beneficially owned by each reporting person   4,448,039
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ¨
13.		Percent of class represented by amount in Row (11)   9.8%
14.		Type of reporting person (see instructions)   IN

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SCHEDULE 13D

 

CUSIP No. 71377G100		Page 8 of 11

 

Item 1.

Security and Issuer.

This Schedule 13D (this Schedule 13D) relates to the common shares, no par value (the Common Shares) of Performance Sports Group Ltd (the Issuer), a corporation organized under the laws of British Columbia, Canada. The principal executive offices of the Issuer are located at 100 Domain Drive, Exeter, New Hampshire, 03833.

 

Item 2.

Identity and Background.

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons and the information regarding them, are as follows:

 

(a)	This Schedule 13D is filed by:

 

Coliseum Capital Management, LLC, a Delaware limited liability company (CCM);

 

Coliseum Capital, LLC, a Delaware limited liability company (CC);

 

Coliseum Capital Partners, L.P., a Delaware limited partnership (CCP);

 

Coliseum Capital Partners II, L.P., a Delaware limited partnership (CCP2);

 

Adam Gray (Gray); and

 

Christopher Shackelton (Shackelton).

The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons.

 

(b)	The business address of the Reporting Persons is Metro Center, 1 Station Place, 7th Floor South, Stamford, CT 06902.

 

(c)	The present principal occupation or employment of each of the Reporting Persons and the name, principal business and address of any corporation or other organization in which such employment is conducted is as follows:

CCM is the investment adviser to CCP and CCP2, which are investment limited partnerships. CC is the General Partner of CCP and CCP2. Gray and Shackelton are the managers of CC and CCM.

 

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

 

(e)

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 or place of organization for each of the Reporting Persons is listed in Row 6 of the cover pages hereto.

 

Item 3.

Source and Amount of Funds or Other Consideration.

The source and amount of funds used in purchasing the Common Shares by the Reporting Persons and a separate account investment advisory client of CCM (the Separate Account) were as follows:

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SCHEDULE 13D

 

CUSIP No. 71377G100		Page 9 of 11

 

Purchaser		Source of Funds		Amount
CCP		Working Capital		$	7,056,877
CCP2		Working Capital		$	1,899,980
Separate Account		Working Capital		$	2,600,706

 

Item 4.

Purpose of Transaction.

The Reporting Persons acquired the Common Shares for investment purposes, and such purposes were made in the Reporting Persons ordinary course of business. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Shares at times, and in such manner (including pursuant to hedging transactions), as they deem advisable to benefit from changes in market prices of the Common Shares, changes in the Issuers operations, business strategy or prospects, or from a sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons routinely will monitor the Issuers operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons modifying their ownership of the Common Shares, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuers operations, governance or capitalization, or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Shares or dispose of all Common Shares beneficially owned by them, in public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

 

Item 5.

Interest in Securities of the Issuer.

 

(a)  (b)

The information relating to the beneficial ownership of Common Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 45,566,680 Common Shares outstanding as of April 13, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, as filed with the SEC on April 14, 2016.

 

(c)	The Reporting Persons effected the following transactions in the Common Shares in open market transactions on the dates indicated, and such transactions are the only transactions in the Common Shares by the Reporting Persons in the sixty days preceding the filing of this Schedule 13D:

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SCHEDULE 13D

 

CUSIP No. 71377G100		Page 10 of 11

 

Name

Purchase or Sale

Date

Number of Shares

Weighted Average Price Per Share

CCP

Purchase

8/15/2016

616,588

1.76

CCP

Purchase

8/16/2016

282,986

1.90

CCP

Purchase

8/17/2016

279,168

1.81

CCP

Purchase

8/18/2016

92,590

1.91

CCP

Purchase

8/19/2016

61,731

1.80

CCP

Purchase

8/22/2016

13,442

1.74

CCP

Purchase

8/24/2016

17,419

1.75

CCP2

Purchase

8/15/2016

161,154

1.76

CCP2

Purchase

8/16/2016

73,799

1.90

CCP2

Purchase

8/17/2016

72,845

1.81

CCP2

Purchase

8/18/2016

24,167

1.91

CCP2

Purchase

8/19/2016

16,106

1.80

CCP2

Purchase

8/22/2016

3,507

1.74

CCP2

Purchase

8/24/2016

4,544

1.75

Separate Account

Purchase

8/15/2016

223,069

1.76

Separate Account

Purchase

8/16/2016

102,179

1.90

Separate Account

Purchase

8/17/2016

100,408

1.81

Separate Account

Purchase

8/18/2016

33,243

1.91

Separate Account

Purchase

8/19/2016

22,163

1.80

Separate Account

Purchase

8/22/2016

4,826

1.74

Separate Account

Purchase

8/24/2016

6,262

1.75

 

(d)	Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein.

 

(e)	Not applicable.

The information in Item 6 hereof is incorporated herein by reference.

 

Item 6.

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

CCM is an investment adviser whose clients, including CCP, CCP2 and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares. CC is the general partner of CCP and CCP2. Gray and Shackelton are the managers of CC and CCM.

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.

 

Item 7.

Material to Be Filed as Exhibits.

 

Exhibit		Description
1*		Joint Filing Agreement, dated August 25, 2016

 

*	Filed herewith.

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SCHEDULE 13D

 

CUSIP No. 71377G100		Page 11 of 11

 

SIGNATURES

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.

DATED: August 25, 2016

 

COLISEUM CAPITAL MANAGEMENT, LLC				COLISEUM CAPITAL PARTNERS II, L.P.
				By:		Coliseum Capital, LLC, General Partner
By:		/s/ Chivonne Cassar		By:		/s/ Chivonne Cassar
		Chivonne Cassar, Attorney-in-fact				Chivonne Cassar, Attorney-in-fact
COLISEUM CAPITAL, LLC				ADAM GRAY
By:		/s/ Chivonne Cassar		By:		/s/ Chivonne Cassar
		Chivonne Cassar, Attorney-in-fact				Chivonne Cassar, Attorney-in-fact
COLISEUM CAPITAL PARTNERS, L.P.				CHRISTOPHER SHACKELTON
By:		Coliseum Capital, LLC, General Partner
By:		/s/ Chivonne Cassar		By:		/s/ Chivonne Cassar
		Chivonne Cassar, Attorney-in-fact				Chivonne Cassar, Attorney-in-fact