Gates Industrial Corp plc Files 8-K for Material Agreement

TL;DR

Gates Industrial Corp plc just signed a big deal, filing an 8-K. Watch this space.

AI Summary

On June 4, 2024, Gates Industrial Corporation plc entered into a Material Definitive Agreement related to a direct financial obligation. The company, incorporated in England and Wales, filed this 8-K report with the SEC.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Gates Industrial Corp plc, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• Gates Industrial Corporation plc (company) — Registrant
• June 4, 2024 (date) — Date of earliest event reported
• England and Wales (jurisdiction) — State or other jurisdiction of incorporation
• 303-744-1911 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — on which registered Ordinary Shares, $0.01 par value GTES New York Stock Excha
• $500.0 million — poration plc ("Gates"), issued and sold $500.0 million aggregate principal amount of the Issue
• $568.0 million — he redemption (the "Redemption") of all $568.0 million in aggregate principal amount of its ou
• $250.0 million — (i) refinance and replace the existing $250.0 million of revolving credit commitments and ups
• $1,300.0 million — Dollar Term Loans") with a new class of $1,300.0 million of dollar denominated term loans (the "
• $750 million — in an aggregate of up to the greater of $750 million and 100% Adjusted EBITDA, subject to ad
• $500 million — and (y) April 1, 2029, if greater than $500 million in aggregate principal amount of the No

Filing Documents

• tm2416310d1_8k.htm (8-K) — 40KB
• tm2416310d1_ex4-1.htm (EX-4.1) — 1272KB
• tm2416310d1_ex4-3.htm (EX-4.3) — 2481KB
• 0001104659-24-068270.txt ( ) — 4718KB
• gtes-20240604.xsd (EX-101.SCH) — 3KB
• gtes-20240604_lab.xml (EX-101.LAB) — 33KB
• gtes-20240604_pre.xml (EX-101.PRE) — 22KB
• tm2416310d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture with respect to 6.875% Senior Notes due 2029 On June 4, 2024, Gates Corporation (the "Issuer"), an indirect subsidiary of Gates Industrial Corporation plc ("Gates"), issued and sold $500.0 million aggregate principal amount of the Issuer's 6.875% Senior Notes due 2029 (the "Notes"), which mature on July 1, 2029, pursuant to an indenture (the "Indenture") dated as of June 4, 2024, by and among the Issuer, Gates Industrial Holdco Limited (the "Parent Guarantor"), the guarantors named on the signature pages thereto (the "Guarantors") and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes were sold within the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes were issued at 100% of their par value. The Notes bear interest at a rate of 6.875% per year, payable semi-annually in arrears. The Issuers obligations under the Notes are guaranteed on a senior unsecured basis by all of the Parent Guarantor's existing and future wholly-owned domestic restricted subsidiaries that guarantee its senior secured credit facilities. The Notes are not obligations of, and are not guaranteed by, Gates. The Issuer used the net proceeds from the offering of the Notes, together with proceeds of new term loans as described below and cash on hand, to refinance certain indebtedness, including the redemption (the "Redemption") of all $568.0 million in aggregate principal amount of its outstanding 6.250% Senior Notes due 2026 (the "2026 Notes") and to pay fees and expenses incurred in connection with the offering of the Notes, the Redemption and the other refinancing transactions. The Redemption occurred on June 4, 2024. Upon the occurrence of a change of

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of June 4, 2024, by and among Gates Corporation, the guarantors named on the signature pages thereto and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of 6.875% Senior Note due 2029 (included in Exhibit 4.1). 4.3 Amendment No. 9, dated June 4, 2024, to Credit Agreement, dated as of July 3, 2014, among Omaha Holdings LLC, Gates Industrial Holdco Limited, Omaha Acquisition Inc., Gates Global LLC, Gates Corporation, each of the guarantors party thereto, UBS AG Cayman Islands Branch, as administrative agent, UBS AG, Stamford Branch, as collateral agent and L/C issuer, lenders party thereto and JPMorgan Chase Bank, N.A., as fronting lender. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GATES INDUSTRIAL CORPORATION PLC By: /s/ L. Brooks Mallard Name: L. Brooks Mallard Title: Chief Financial Officer Date: June 4, 2024

View Full Filing

View this 8-K filing on SEC EDGAR