Item 1.01 Entry into a Material Definitive Agreement.

On November 16, 2022, certain subsidiaries of Gates Industrial Corporation plc entered into Amendment No. 6 ("Amendment No. 6") to the Credit Agreement, dated as of July 3, 2014 (as amended by Amendment No. 1, dated as of April 7, 2017, Amendment No. 2, dated as of November 22, 2017, Amendment No. 3, dated as of January 24, 2018, Amendment No. 4, dated as of February 24, 2021, and Amendment No. 5, dated as of November 18, 2021), among Gates Global LLC (the "Borrower"), Omaha Holdings LLC and certain subsidiaries of the Borrower as guarantors, Credit Suisse AG, Cayman Islands Branch as administrative agent and collateral agent, and the other parties and lenders party thereto (as amended, the "Credit Agreement"). Amendment No. 6, among other things, refinanced and replaced the Borrower's outstanding euro denominated term loans with a new class of $575.0 million of dollar denominated term loans (the "Initial B-4 Dollar Term Loans"). The Initial B-4 Dollar Term Loans have substantially similar terms as the Borrower's existing term loans, except that (i) Gates Corporation, a subsidiary of the Borrower, is a co-borrower in respect of the Initial B-4 Dollar Term Loans, (ii) the Initial B-4 Dollar Term Loans bear interest at the Borrower's option at either Term SOFR (as defined in the Credit Agreement) plus 3.50% per annum (subject to a 0.50% per annum Term SOFR floor) or at the base rate plus 2.50% per annum (subject to a 1.50% per annum base rate floor), (iii) the Initial B-4 Dollar Term Loans require scheduled quarterly amortization payments of 1% per annum based on the initial aggregate principal amount of the Initial B-4 Dollar Term Loans and mature in November 2029 and (iv) the Initial B-4 Dollar Term Loans require a prepayment premium in connection with the repayment of such Initial B-4 Dollar Term Loans in connection with certain repricing transactions occurring within six months following the closing of Amendment No. 6.

The foregoing description of Amendment No. 6 is a summary and is qualified in its entirety by reference to Amendment No. 6, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description
  10.1          Amendment No. 6, dated as of November 16, 2022, to the Credit
              Agreement dated as of July 3, 2014 (as amended by Amendment No. 1
              thereto, dated as of April 7, 2017, Amendment No. 2 thereto, dated
              as of November 22, 2017, Amendment No. 3 thereto, dated as of
              January 24, 2018, Amendment No. 4, dated as of February 24, 2021,
              and Amendment No. 5, dated as of November 18, 2021) among the
              Borrower, Omaha Holdings LLC, the other guarantors party thereto,
              Credit Suisse AG, Cayman Islands Branch, as administrative agent and
              collateral agent, and the other parties and lenders party thereto.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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