Item 5.01 Submission of Matters to a Vote of Security Holders.
(b) Information required by Item 403(c) of Regulation S-K regarding arrangements
known to the registrant which may at a subsequent date result in a change of
control.
The information set forth under Item 8.01 below is incorporated by reference
into this Item 5.01.
Item 8.01 Other Events.
On September 28, 2021, Blackstone Capital Partners (Cayman) VI L.P., Blackstone
Family Investment Partnership (Cayman) VI-ESC L.P., Blackstone GTS Co-Invest
L.P., BTO Omaha Holdings L.P. and Omaha Aggregator (Cayman) L.P., affiliates of
the investment funds associated with or designated by Blackstone Inc. that
together represent the current majority owners of Gates Industrial Corporation
plc (the "Company"), informed the Company as follows:
"Wholly-owned subsidiaries of each of Blackstone Capital Partners (Cayman) VI
L.P., Blackstone Family Investment Partnership (Cayman) VI-ESC L.P., Blackstone
GTS Co-Invest L.P., BTO Omaha Holdings L.P. and Omaha Aggregator (Cayman) L.P.
(such subsidiaries, collectively, the "Borrowers") have entered into (i) a
Margin Loan Agreement dated as of September 28, 2021 (the "Loan Agreement") with
Bank of Montreal, as administrative agent and lender, and the lenders party
thereto from time to time (each, a "Lender"), and (ii) Pledge and Security
Agreements dated as of September 28, 2021 (the "Closing Date"), in each case
between one of the Lenders, as secured party (each, a "Secured Party" and,
collectively, the "Secured Parties") and each Borrower as pledgor, pursuant to
which the Borrowers pledged on the Closing Date all of the ordinary shares of
the Company (the "Ordinary Shares") owned by them, including Ordinary Shares
previously represented by depositary receipts, as collateral to secure repayment
of amounts outstanding under the Loan Agreement, and may be required to post
additional collateral in certain circumstances (the "Pledge Agreements"). Each
of the Borrowers is affiliated with Blackstone Inc.
As of the Closing Date, the Borrowers have borrowed an aggregate of $565 million
under the Loan Agreement. Pursuant to the Pledge Agreements, to secure
borrowings under the Loan Agreement, the Borrowers have collectively pledged
192,337,591 Ordinary Shares (collectively, the "Pledged Shares"). As of the
Closing Date, the Pledged Shares collectively represented approximately 65.9% of
the issued and outstanding Ordinary Shares as of August 6, 2021.
The Loan Agreement contains customary default provisions. In the event of a
default under the Loan Agreement by the Borrowers, the Secured Parties may
foreclose upon any and all Pledged Shares."
The Company did not independently verify or participate in the preparation of
the foregoing disclosure. In addition, the Company is not a party to the Loan
Documents and has no obligations thereunder, but has delivered letter agreements
to each of the Lenders in which it has, among other things, agreed, subject to
applicable law, rules and regulations (including stock exchange rules), not to
take any actions that are intended to hinder or delay the exercise of any
remedies by the Lenders under the Pledge Agreements.
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