UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Gates Industrial Corporation plc
(Name of Issuer)
Ordinary Shares, par value $0.01 per share
(Title of Class of Securities)
G39108108
(CUSIP Number)
December 31, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G39108108 | 13G | Page 2 of 28 |
| 1. |
Name of Reporting Persons:
Omaha Aggregator (Cayman) L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
2,402,208 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
2,402,208 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,402,208 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.8% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. G39108108 | 13G | Page 3 of 28 |
| 1. |
Name of Reporting Persons:
Blackstone Capital Partners (Cayman) VI L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
112,216,475 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
112,216,475 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
112,216,475 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
38.6% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. G39108108 | 13G | Page 4 of 28 |
| 1. |
Name of Reporting Persons:
Blackstone GTS Co-Invest L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
108,509,467 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
108,509,467 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
108,509,467 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
37.3% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. G39108108 | 13G | Page 5 of 28 |
| 1. |
Name of Reporting Persons:
Blackstone Family Investment Partnership (Cayman) VI-ESC L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
371,540 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
371,540 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
371,540 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. G39108108 | 13G | Page 6 of 28 |
| 1. |
Name of Reporting Persons:
BTO Omaha Holdings L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
22,887,900 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
22,887,900 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
22,887,900 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
7.9% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. G39108108 | 13G | Page 7 of 28 |
| 1. |
Name of Reporting Persons:
Blackstone Management Associates (Cayman) VI L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
223,128,150 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
223,128,150 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
223,128,150 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
76.9% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. G39108108 | 13G | Page 8 of 28 |
| 1. |
Name of Reporting Persons:
BCP VI GP L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
223,499,690 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
223,499,690 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
76.9% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. G39108108 | 13G | Page 9 of 28 |
| 1. |
Name of Reporting Persons:
Blackstone LR Associates (Cayman) VI Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
223,499,690 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
223,499,690 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
76.9% | |||||
| 12. | Type of Reporting Person (See Instructions):
CO | |||||
| CUSIP No. G39108108 | 13G | Page 10 of 28 |
| 1. |
Name of Reporting Persons:
BTO Omaha Manager L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
22,887,900 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
22,887,900 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
22,887,900 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
7.9% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. G39108108 | 13G | Page 11 of 28 |
| 1. |
Name of Reporting Persons:
Blackstone Tactical Opportunities Management Associates (Cayman) L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
22,887,900 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
22,887,900 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
22,887,900 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
7.9% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. G39108108 | 13G | Page 12 of 28 |
| 1. |
Name of Reporting Persons:
BTO GP L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
22,887,900 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
22,887,900 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
7.9% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. G39108108 | 13G | Page 13 of 28 |
| 1. |
Name of Reporting Persons:
Blackstone Tactical Opportunities LR Associates (Cayman) Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
22,887,900 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
22,887,900 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
7.9% | |||||
| 12. | Type of Reporting Person (See Instructions):
CO | |||||
| CUSIP No. G39108108 | 13G | Page 14 of 28 |
| 1. |
Name of Reporting Persons:
Blackstone Holdings III L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Quebec, Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
246,387,590 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
246,387,590 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
246,387,590 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
84.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. G39108108 | 13G | Page 15 of 28 |
| 1. |
Name of Reporting Persons:
Blackstone Holdings III GP L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
246,387,590 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
246,387,590 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
246,387,590 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
84.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. G39108108 | 13G | Page 16 of 28 |
| 1. |
Name of Reporting Persons:
Blackstone Holdings III GP Management L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
246,387,590 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
246,387,590 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
246,387,590 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
84.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. G39108108 | 13G | Page 17 of 28 |
| 1. |
Name of Reporting Persons:
The Blackstone Group Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
246,387,590 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
246,387,590 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
246,387,590 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
84.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
CO | |||||
| CUSIP No. G39108108 | 13G | Page 18 of 28 |
| 1. |
Name of Reporting Persons:
Blackstone Group Management L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
246,387,590 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
246,387,590 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
246,387,590 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
84.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. G39108108 | 13G | Page 19 of 28 |
| 1. |
Name of Reporting Persons:
Stephen A. Schwarzman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
246,387,590 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
246,387,590 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
246,387,590 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
84.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
IN | |||||
| Item 1. | (a). Name of Issuer |
Gates Industrial Corporation plc (the “Issuer”)
| (b). Address | of Issuer’s Principal Executive Offices: |
1144 Fifteenth Street
Denver, Colorado 80202
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office |
| Item 2(c). | Citizenship |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
| (i) | Omaha Aggregator (Cayman) L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
| (ii) | Blackstone Capital Partners (Cayman) VI L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
| (iii) | Blackstone GTS Co-Invest L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
| (iv) | Blackstone Family Investment Partnership (Cayman) VI-ESC L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
| (v) | BTO Omaha Holdings L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (vi) | Blackstone Management Associates (Cayman) VI L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
| (vii) | BCP VI GP L.L.C. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (viii) | Blackstone LR Associates (Cayman) VI Ltd. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
| (ix) | BTO Omaha Manager L.L.C. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (x) | Blackstone Tactical Opportunities Management Associates (Cayman) L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
| (xi) | BTO GP L.L.C. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xii) | Blackstone Tactical Opportunities LR Associates (Cayman) Ltd. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
| (xiii) | Blackstone Holdings III L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Quebec, Canada
| (xiv) | Blackstone Holdings III GP L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xv) | Blackstone Holdings III GP Management L.L.C. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xvi) | The Blackstone Group Inc. |
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xvii) | Blackstone Group Management L.L.C. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xviii) | Stephen A. Schwarzman |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: United States
Omaha Aggregator (Cayman) L.P., Blackstone Capital Partners (Cayman) VI L.P., Blackstone GTS Co-Invest L.P., Blackstone Family Investment Partnership (Cayman) VI-ESC L.P. and BTO Omaha Holdings L.P. (collectively, the “Blackstone Funds”) directly hold the securities reported herein.
Omaha Aggregator (Cayman) L.P. directly holds 2,402,208 Ordinary Shares (as defined below), Blackstone Capital Partners (Cayman) VI L.P. directly holds 112,216,475 Ordinary Shares, Blackstone GTS Co-Invest L.P. directly holds 108,509,467 Ordinary Shares, Blackstone Family Investment Partnership (Cayman) VI-ESC L.P. directly holds 371,540 Ordinary Shares and BTO Omaha Holdings L.P. directly holds 22,887,900 Ordinary Shares.
The general partner of each of Omaha Aggregator (Cayman) L.P., Blackstone Capital Partners (Cayman) VI L.P. and Blackstone GTS Co-Invest L.P. is Blackstone Management Associates (Cayman) VI L.P. The general partners of each of Blackstone Management Associates (Cayman) VI L.P. and Blackstone Family Investment Partnership (Cayman) VI-ESC L.P. are BCP VI GP L.L.C. and Blackstone LR Associates (Cayman) VI Ltd.
The general partner of BTO Omaha Holdings L.P. is BTO Omaha Manager L.L.C. The managing member of BTO Omaha Manager L.L.C. is Blackstone Tactical Opportunities Management Associates (Cayman) L.P. The general partners of Blackstone Tactical Opportunities Management Associates (Cayman) L.P. are BTO GP L.L.C. and Blackstone Tactical Opportunities LR Associates (Cayman) Ltd.
Blackstone Holdings III L.P. is the sole member of each of BCP VI GP L.L.C. and BTO GP L.L.C. and the controlling shareholder of each of Blackstone LR Associates (Cayman) VI Ltd. and Blackstone Tactical Opportunities LR Associates (Cayman) Ltd. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group Inc. The sole holder of the Class C common stock of the Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each such Reporting Person may be deemed to beneficially own the Ordinary Shares beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Blackstone Funds to the extent they directly hold Ordinary Shares) is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Ordinary Shares. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.
| Item 2(d). | Title of Class of Securities: |
Ordinary Shares, par value $0.01 per share (the “Ordinary Shares”).
| Item 2(e). | CUSIP Number: |
G39108108
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
Calculations of the percentage of Ordinary Shares beneficially owned assume 290,790,001 Ordinary Shares outstanding as of October 30, 2020, as reported in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2020. Each of the Reporting Persons may be deemed to be the beneficial owner of the Ordinary Shares listed on such Reporting Person’s cover page. Omaha Aggregator (Cayman) L.P. directly holds 2,402,208 Ordinary Shares, Blackstone Capital Partners (Cayman) VI L.P. directly holds 112,216,475 Ordinary Shares, Blackstone GTS Co-Invest L.P. directly holds 108,509,467 Ordinary Shares, Blackstone Family Investment Partnership (Cayman) VI-ESC L.P. directly holds 371,540 Ordinary Shares and BTO Omaha Holdings L.P. directly holds 22,887,900 Ordinary Shares.
| (b) | Percent of class: |
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Ordinary Shares listed on such Reporting Person’s cover page.
| (c) | Number of Shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See each cover page hereof.
| (ii) | Shared power to vote or to direct the vote: |
See each cover page hereof.
| (iii) | Sole power to dispose or to direct the disposition of: |
See each cover page hereof.
| (iv) | Shared power to dispose or to direct the disposition of: |
See each cover page hereof.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2021
| OMAHA AGGREGATOR (CAYMAN) L.P. | ||
| By: | Blackstone Management Associates (Cayman) VI L.P., its general partner | |
| By: By: By: By: |
BCP VI GP L.L.C., a general partner Blackstone Holdings III L.P., its sole member Blackstone Holdings III GP L.P., its general partner Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Director | |
| BLACKSTONE CAPITAL PARTNERS (CAYMAN) VI L.P. | ||
| By: | Blackstone Management Associates (Cayman) VI L.P., its general partner | |
| By: By: By: By: |
BCP VI GP L.L.C., a general partner Blackstone Holdings III L.P., its sole member Blackstone Holdings III GP L.P., its general partner Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Director | |
BLACKSTONE GTS CO-INVEST L.P. | ||
| By: | Blackstone Management Associates (Cayman) VI L.P., its general partner | |
| By: By: By: By: |
BCP VI GP L.L.C., a general partner Blackstone Holdings III L.P., its sole member Blackstone Holdings III GP L.P., its general partner Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Director | |
| BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) VI-ESC L.P. | ||
| By: By: By: By: |
BCP VI GP L.L.C., a general partner Blackstone Holdings III L.P., its sole member Blackstone Holdings III GP L.P., its general partner Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Director | |
| BTO OMAHA HOLDINGS L.P. | ||
| By: | BTO Omaha Manager L.L.C., its general partner | |
| By: | Blackstone Tactical Opportunities Management Associates (Cayman) L.P., its managing member | |
| By: By: By: By: |
BTO GP L.L.C., a general partner Blackstone Holdings III L.P., its sole member Blackstone Holdings III GP L.P., its general partner Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Director | |
| BLACKSTONE MANAGEMENT ASSOCIATES (CAYMAN) VI L.P. | ||
| By: By: By: By: |
BCP VI GP L.L.C., a general partner Blackstone Holdings III L.P., its sole member Blackstone Holdings III GP L.P., its general partner Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director | |
| BCP VI GP L.L.C. By: Blackstone Holdings III L.P., its sole member By: Blackstone Holdings III GP L.P., its general partner By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Director | |
| BLACKSTONE LR ASSOCIATES (CAYMAN) VI LTD. | ||
| By: | Blackstone Capital Holdings Director L.L.C., its director | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BTO OMAHA MANAGER L.L.C. | ||
| By: | Blackstone Tactical Opportunities Management Associates (Cayman) L.P., its managing member | |
| By: By: By: By: |
BTO GP L.L.C., a general partner Blackstone Holdings III L.P., its sole member Blackstone Holdings III GP L.P., its general partner Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Director | |
| BLACKSTONE TACTICAL OPPORTUNITIES MANAGEMENT ASSOCIATES (CAYMAN) L.P. | ||
| By: By: By: By |
BTO GP L.L.C., a general partner Blackstone Holdings III L.P., its sole member Blackstone Holdings III GP L.P., its general partner Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Directorficer | |
| BTO GP L.L.C. By: Blackstone Holdings III L.P., its sole member By: Blackstone Holdings III GP L.P., its general partner By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Director | |
| BLACKSTONE TACTICAL OPPORTUNITIES LR ASSOCIATES (CAYMAN) LTD. | ||
| By: | Blackstone Capital Holdings Director, L.L.C., its director | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS III L.P. | ||
| By: | Blackstone Holdings III GP L.P., its general partner | |
| By: | Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Director | |
| BLACKSTONE HOLDINGS III GP L.P. | ||
| By: | Blackstone Holdings III GP Management L.L.C., its general partner | |
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Director | |
| BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | ||
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Director | |
| THE BLACKSTONE GROUP INC. | ||
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Director | |
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ Tabea Y. Hsi | |
| Name: | Tabea Y. Hsi | |
| Title: | Senior Managing Director | |
| /s/ Stephen A. Schwarzman | ||
| Stephen A. Schwarzman | ||
[Gates Industrial Corporation plc. - Schedule 13G/A]