Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On November 20, 2019, Gates Global LLC ("Gates Global"), an indirect subsidiary
of Gates Industrial Corporation plc ("Gates"), entered into a purchase agreement
(the "Purchase Agreement") by and among Gates Global, Gates Corporation
(together with Gates Global, the "Issuers"), the subsidiary guarantors named on
the signature pages thereto and Citigroup Global Markets, Inc., for itself and
on behalf of the several initial purchasers named therein (the "Initial
Purchasers"), providing for the issuance and sale of $568.0 million in aggregate
principal amount of the Issuers' 6.25% Senior Notes due 2026 (the "Notes") in a
private offering to qualified institutional buyers in accordance with Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act"), and to
non-U.S. persons in transactions outside the United States in reliance on
Regulation S under the Securities Act (collectively, the "Offering"). The Notes
will be issued at 100.0% of their par value with a coupon of 6.250%. Interest on
the Notes is payable semi-annually on January 15 and July 15 of each year
commencing on July 15, 2020. The Notes will mature on January 15, 2026. The
Offering is expected to close, subject to customary closing conditions, on
November 22, 2019. The Purchase Agreement contains customary representations,
warranties, conditions to closing, indemnification rights and obligations of the
parties and termination provisions.
Gates Global intends to use the net proceeds from the Offering, together with
cash on hand, to redeem (the "Redemption") all $568.0 million in aggregate
principal amount of its outstanding 6.000% Senior Notes due 2022 (the "2022
Notes") and to pay fees and expenses incurred in connection with the Offering
and the Redemption. The Redemption is conditioned on the closing of the
Offering.
Certain of the Initial Purchasers and their respective affiliates have in the
past performed commercial banking, investment banking and advisory services for
Gates Global and Gates from time to time for which they have received customary
fees and reimbursement of expenses and may, from time to time, engage in
transactions with and perform services for Gates Global and Gates in the
ordinary course of their business for which they may receive customary fees and
reimbursement of expenses. Certain of the Initial Purchasers or their affiliates
serve as agents and/or lenders under Gates Global's senior secured credit
facilities and may hold 2022 Notes that will be redeemed with the proceeds of
the Offering.
Item 7.01. Regulation FD Disclosure.
On November 20, 2019, Gates issued a press release announcing that the Issuers
intend to offer $568.0 million aggregate principal amount of their senior notes
due 2026 in a private offering. The full text of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
On November 20, 2019, Gates issued a press release announcing the pricing of
$568.0 million aggregate principal amount of senior notes due 2026 privately
offered by the Issuers. The full text of the press release is furnished as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
The information included under Item 7.01 of this Current Report on Form 8-K,
including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of such section. The information in Item 7.01 of this Current Report
on Form 8-K, including Exhibits 99.1 and 99.2, shall not be incorporated by
reference into any filing under the Securities Act or the Exchange Act, unless
specifically incorporated by reference into any such filing.
1
--------------------------------------------------------------------------------
The information included in this Current Report on Form 8-K is neither an offer
to sell nor a solicitation of an offer to buy any securities.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this Current Report on Form 8-K, including the exhibits
hereto, contains forward-looking statements within the meaning of the federal
securities laws and the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to a number of risks and uncertainties. A
discussion of factors that may affect future results is contained in the
registrant's Annual Report on Form 10-K for the fiscal year ended December 29,
2018, as such factors may be updated from time to time in the registrant's
periodic filings with the Securities and Exchange Commission. The registrants
disclaim any obligation to update forward-looking statements, except as may be
required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated November 20, 2019
99.2 Press Release dated November 20, 2019
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses