GATES INDUSTRIAL CORP PLC: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Filer, Financial Statements and Exhibits (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

On November 16, 2022certain subsidiaries of Gates Industrial Corporation plc
entered into Amendment No. 6 (“Amendment No. 6”) to the Credit Agreement, dated July 3, 2014 (as amended by Amendment No. 1, dated April 7, 2017Amendment No. 2, dated November 22, 2017Amendment No. 3, dated
January 24, 2018Amendment No. 4, dated February 24, 2021and Amendment No. 5, dated 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, as well as other parties and lenders parties 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 term loans denominated in dollars (the “Original B-4 Dollar Term Loans”). The initial B-4 dollar term loans have substantially similar terms to the borrower’s existing term loans, except that (i) Gates Corporationa subsidiary of the Borrower, is a co-borrower with respect to the Initial B-4 dollar Term Loans, (ii) the Initial B-4 dollar Term Loans bear interest, at the option of the Borrower, either at term SOFR (as defined in the Credit Agreement) plus 3.50% per annum (subject to a term SOFR floor of 0.50% per annum) or at the base rate plus 2.50% per annum ( subject to a base rate floor of 1.50% per annum), (iii) the B- 4 Dollar term loans require scheduled quarterly amortization payments of 1% per annum based on the original amount aggregate principal of B-4 dollar term loans originating and maturing in November 2029 and (iv) the B-4 dollar Initial Term Loans require a prepayment premium in connection with the repayment of such B-4 dollar Initial Term Loans under certain repricing transactions occurring within six months of the closure 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 a

          Off-Balance Sheet Arrangement of a Registrant.



The information set out in Section 1.01 is incorporated by reference in this Section 2.03.

Item 9.01 Financial statements and supporting documents.




(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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