RBI Sport Supply Grp. Del (MM)

Tripp Levy PLLC announces an investigation into the proposed acquisition of Sport Supply Group, Inc. (NASDAQ: RBI). On March 15, 2010, Sport Supply Group Inc. (“Sport Supply”) announced that it has entered into a definitive merger agreement to be acquired by an affiliate of ONCAP Management Partners, L.P. (“ONCAP”). Under the terms of the merger agreement, all of the outstanding shares of common stock of Sport Supply, other than those by certain participating stockholders, as discussed immediately below, will be acquired for $13.55 per share in cash.

However, Sport Supply may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, ONCAP may be underpaying for Sport Supply, thus unlawfully harming Sport Supply shareholders. Further, CBT Holdings, LLC (“CBT”), which beneficially owns approximately 16% of Sport Supply’s outstanding common stock, and certain members of Sport Supply’s management team, have entered into agreements with ONCAP to exchange their Sport Supply common stock and options, as applicable, for equity of the purchaser entity. Carlson Capital, L.P., which beneficially owns approximately 22% of Sport Supply Group’s outstanding common stock, and CBT, have each entered into a voting agreement with ONCAP, and have each agreed to vote their shares in favor of the adoption of the merger agreement.

The investigation concerns, among other things, whether the consideration to be paid to Sport Supply shareholders is grossly unfair, inadequate, and substantially below the fair or inherent value of Sport Supply. The investigation further concerns whether the directors of Sport Supply may have breached their fiduciary duties by not acting in Sport Supply shareholders' best interests in connection with the sale process of Sport Supply.

If you own Sport Supply common stock and you wish to discuss this matter with us, or have any questions concerning your rights and interests with regard to this matter, please contact:

Sport Supply Grp. Del (MM) (NASDAQ:RBI)
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