Activist Investor Browning West Discloses Stake in Gildan Activewear

TL;DR

**Activist Browning West just revealed a stake in Gildan Activewear, expect potential shake-ups!**

AI Summary

Browning West LP, an activist investor, has filed an SC 13D on January 8, 2024, disclosing its ownership of Gildan Activewear Inc. common shares. This filing indicates Browning West's intent to potentially influence the management or control of Gildan, as it is not a passive investment. This matters to investors because activist involvement often signals dissatisfaction with current company performance or strategy, potentially leading to significant changes like leadership shake-ups or strategic reviews, which can impact stock price.

Why It Matters

This filing signals that an activist investor is taking a significant interest in Gildan Activewear, which could lead to pressure for strategic changes or a shake-up in leadership, potentially impacting the company's future direction and stock value.

Risk Assessment

Risk Level: medium — Activist investor involvement can introduce volatility and uncertainty, as their demands may or may not align with the broader market's view of the company's best interest.

Analyst Insight

A smart investor would closely monitor future filings and news from both Gildan Activewear and Browning West LP for details on the activist's specific demands and the company's response, as this could signal potential changes in governance or strategy.

Key Players & Entities

• Gildan Activewear Inc. (company) — the subject company of the filing
• Browning West LP (company) — the filing person and activist investor
• Usman Nabi (person) — contact person for Browning West LP
• Andrew M. Freedman (person) — legal counsel for Browning West LP from Olshan Frome Wolosky LLP
• December 29, 2023 (date) — date of event requiring the filing
• January 8, 2024 (date) — filing date of the SC 13D

Forward-Looking Statements

• Browning West LP will engage in discussions with Gildan Activewear's management or board regarding strategic alternatives or operational improvements. (Gildan Activewear Inc.) — medium confidence, target: Q2 2024
• There will be increased media scrutiny and investor attention on Gildan Activewear due to the activist involvement. (Gildan Activewear Inc.) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $233,338,879 — the Reporting Persons is approximately $233,338,879, including brokerage commissions. 4
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• $8 billion — in net capital expenditures and nearly $8 billion USD in acquisitions which drove signifi
• $2 billion — manufacturing business, investing over $2 billion USD of capital expenditures over the pa
• $3 billion — y oversaw Gildan’s growth to over $3 billion USD of annual sales and over $700 milli
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• $40 billion — Ms. Stuckey oversaw a segment with over $40 billion USD in annual revenues with full P&L re
• $20 billion — erations with a sourcing budget of over $20 billion USD and a supply chain across multiple
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• $5 billion — rivate equity firm. RONA generated over $5 billion USD in revenue in 2022, operating or se
• $2.4 billion — anies in Canada, which generated nearly $2.4 billion USD in revenue in 2021. During his tenu

Filing Documents

• sc13d12418013_01082024.htm (SC 13D) — 111KB
• ex991to13d12418013_01082024.htm (EX-99.1) — 31KB
• ex992to13d12418013_01082024.htm (EX-99.2) — 14KB
• ex993to13d12418013_01082024.htm (EX-99.3) — 40KB
• ex994to13d12418013_01082024.htm (EX-99.4) — 4KB
• 0000921895-24-000066.txt ( ) — 202KB

Security and Issuer

Item 1. Security and Issuer . This statement relates to the Common Shares (the “Shares”), of Gildan Activewear Inc., a Canadian corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 600 de Maisonneuve Boulevard West, 33 rd Floor, Montreal, Quebec, Canada H3A 3J2.

Identity and Background

Item 2. Identity and Background . (a) This (i) Browning West, LP, a Delaware limited partnership (“Browning West”), with respect to the Shares held by a certain fund (the "Browning West Fund") to which it serves as investment manager; and (ii) Usman Nabi, as the managing member of Browning West UPG ManCo LLC (“Browning West UPG”), the general partner of Browning West, and the Chief Investment Officer of Browning West. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The principal business address of each of Browning West and Mr. Nabi is 1999 Avenue of the Stars, Suite 1150, Los Angeles, California 90067. (c) The principal business of Browning West is serving as the investment manager of the Browning West Fund. Mr. Nabi serves as the managing member of Browning West UPG and the Chief Investment Officer of Browning West. (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 has been 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 of 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) Browning West is organized under the laws of the State of Delaware. Mr. Nabi is a citizen of the United States of America.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . The Shares beneficially owned by the Reporting Persons were purchased with the working capital of the Browning West Fund for which Browning West serves as investment manager (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 8,640,448 Shares beneficially owned by the Reporting Persons is approximately $233,338,879, including brokerage commissions. 4 CUSIP No. 375916103

Purpose of Transaction

Item 4. Purpose of Transaction . The Reporting Persons purchased the Shares based on their belief that the Shares, when purchased, constituted an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. Based on the Reporting Persons’ knowledge of longtime CEO and Co-Founder Glenn Chamandy’s strong historical record and the healthy trajectory of the business, the Reporting Persons were alarmed to learn that the Board had abruptly terminated Mr. Chamandy as CEO without cause on December 11 th and had appointed Vince Tyra to replace him. Since such time, the Reporting Persons have issued two public letters to the Issuer’s board of directors (the “Board”) and a public letter to shareholders expressing, among other things, their deep concerns with the Board’s poor handling of the CEO succession and questionable judgement and outlining three critical deficiencies in the Board’s CEO search criteria that led to the unacceptable appointment of Mr. Tyra as CEO. In the first public letter issued to the Board on December 14 th (the “December 14 Letter”), the Reporting Persons called on the Board to immediately (i) reinstate Mr. Chamandy to the Board and as CEO; (ii) remove Donald Berg as Chair of the Board and initiate a search for a new Chair; and (iii) appoint Browning West’s Co-Founder Peter Lee to the Board as a representative of a significant, long-term shareholder. The Reporting Persons also noted in the December 14 Letter that in the event the B

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . The aggregate percentage of Shares reported owned by each person named herein is based upon 172,199,799 Shares outstanding as of October 31, 2023, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 2, 2023. 9 CUSIP No. 375916103 A. Browning West (a) Browning West, as the investment manager to the Browning West Fund, may be deemed to beneficially own the 8,640,448 Shares held by the Browning West Fund. Percentage: Approximately 5.0% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 8,640,448 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 8,640,448 (c) The transactions in the Shares by Browning West on behalf of the Browning West Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference. B. Mr. Nabi (a) As the managing member of Browning West UPG and Chief Investment Officer of Browning West, Mr. Nabi may be deemed to beneficially own the 8,640,448 Shares beneficially owned by Browning West. Percentage: Approximately 5.0% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 8,640,448 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 8,640,448 (c) Mr. Nabi has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Browning West on behalf of the Browning West Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not

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

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer . On January 8, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.4 and is incorporated herein by reference. 10 CUSIP No. 375916103 Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 99.1 December 14 Letter. 99.2 December 20 Letter. 99.3 December 29 Letter. 99.4 Joint Filing Agreement, dated January 8, 2024. 11 CUSIP No. 375916103

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 8, 2024 Browning West, LP By: /s/ Samuel Green Name: Samuel Green Title: Chief Compliance Officer and Chief Financial Officer /s/ Usman Nabi Usman Nabi 12 CUSIP No. 375916103 SCHEDULE A Transactions in Securities of the Issuer During the Past 60 Days Nature of the Transaction Securities Purchased/(Sold) Price Per Security($) Date of Purchase/Sale Browning West, LP (On Behalf of the Browning West Fund) Purchase of Common Shares 75,000 34.4822 12/15/2023 Purchase of Common Shares 350,000 33.9295 12/18/2023 Purchase of Common Shares 1,162,900 34.7651 12/19/2023 Purchase of Common Shares 200,000 33.1561 12/28/2023 Purchase of Common Shares 207,000 33.3455 12/29/2023

View Full Filing

View this SC 13D filing on SEC EDGAR