DENVER, May 22, 2024
/PRNewswire/ -- Gates Industrial Corporation plc (NYSE: GTES,
"Gates") announced today that its indirect subsidiary, Gates
Corporation (the "Issuer" and, together with Gates, the "Company"),
intends to offer $500.0 million
aggregate principal amount of Senior Notes due 2029 (the "notes").
The notes will be fully and unconditionally guaranteed by Gates
Industrial Holdco Limited (the "Parent Guarantor"), an indirect
parent company of the Issuer and the direct subsidiary of Gates,
and certain other subsidiaries of the Parent Guarantor. The Company
intends to use the net proceeds from the offering, together with
the proceeds of new term loans and cash on hand, to refinance
certain indebtedness.
The notes to be offered have not been and will not be registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities laws and, unless so registered, may
not be offered or sold in the United
States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The notes will
be offered by the initial purchasers only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act and non-U.S. persons in transactions
outside the United States in
reliance on Regulation S under the Securities Act.
This press release is being issued pursuant to Rule 135c under
the Securities Act, and it is neither an offer to sell nor a
solicitation of an offer to buy any securities and shall not
constitute an offer to sell or a solicitation of an offer to buy,
or a sale of any securities in any jurisdiction in which such
offer, solicitation or sale is unlawful.
About Gates:
Gates is a global manufacturer of
innovative, highly engineered power transmission and fluid power
solutions. Gates offers a broad portfolio of products to diverse
replacement channel customers, and to original equipment
manufacturers ("first-fit") as specified components. Gates
participates in many sectors of the industrial and consumer
markets. Our products play essential roles in a diverse range of
applications across a wide variety of end markets ranging from
harsh and hazardous industries such as agriculture, construction,
manufacturing and energy, to everyday consumer applications such as
printers, power washers, automatic doors and vacuum cleaners and
virtually every form of transportation. Our products are sold in
more than 130 countries across our four commercial regions: the
Americas; Europe, Middle East & Africa; Greater
China; and East Asia &
India.
Forward‐Looking Statements and
Information:
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. In some cases you can identify these
forward-looking statements by the use of words such as "outlook,"
"believes," "expects," "potential," "continues," "may," "will,"
"should," "could," "seeks," "predicts," "intends," "trends,"
"plans," "estimates," "anticipates" or the negative version of
these words or other comparable words. These statements include,
but are not limited to, statements related to our ability to
commence the offering of the notes and the intended use of the
proceeds thereof. Such forward-looking statements are subject to
various risks and uncertainties, including, among others, economic,
political and other risks associated with international operations,
risks inherent to the manufacturing industry, macroeconomic factors
beyond the Company's control (including material and logistics
availability, inflation, supply chain and labor challenges and
end-market recovery), risks related to catastrophic events,
continued operation of our manufacturing facilities, including as a
result of cybersecurity attacks, our ability to forecast and meet
demand, market acceptance of new products, and the significant
influence of the Company's large shareholders, investment funds
affiliated with Blackstone Inc. Additional factors that could cause
the Company's results to differ materially from those described in
the forward-looking statements can be found under the section
entitled "Risk Factors" of the Company's Annual Report on Form 10-K
for the fiscal year ended December 30,
2023, filed with the Securities and Exchange Commission, as
such factors may be updated from time to time in the Company's
periodic filings with the SEC, which are accessible on the SEC's
website at www.sec.gov. Accordingly, there are or will be important
factors that could cause actual outcomes or results to differ
materially from those indicated in these statements. These factors
should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included
in the Company's filings with the SEC. The Company undertakes no
obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as required by law.
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SOURCE Gates Industrial Corporation plc