Sec Form 13D Filing - BROWNING WEST LP filing for Gildan Activewear Inc. (GIL) - 2024-01-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Gildan Activewear Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

375916103

(CUSIP Number)

Andrew M. Freedman

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 19, 2024

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              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).

	1		NAME OF REPORTING PERSON
				Browning West, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							8,640,448
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							8,640,448
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				8,640,448
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.0%
	14		TYPE OF REPORTING PERSON
				PN, IA

  

< td style="border-left: Black 1pt solid; padding-left: 6pt"> 

	1		NAME OF REPORTING PERSON
				Usman Nabi
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							8,640,448
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
						8,640,448
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				8,640,448
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.0%
	14		TYPE OF REPORTING PERSON
				IN, HC

  

 

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

The Reporting Persons are severely disappointed by the Issuer’s persistence in focusing on an irrelevant issue under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The Issuer’s seeming attempt to invalidate the Reporting Persons’ valid requisition for a Special Meeting of Shareholders is intended to distract from the substance of the matter at hand – namely, the Board’s extremely poor judgment in terminating Glenn Chamandy and hiring Vince Tyra to replace him, its refusal to engage in any kind of good faith reconsideration of that decision, and its subsequent conduct which is explicable only as being designed to entrench the Board, contrary to the best interests of the Issuer and its shareholders.

Nevertheless, on January 19, 2024, Browning West Cayman Fund LP (“BW Cayman”) filed, expressly under protest, a Notification and Report Form with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice. Such filing was made under protest on the grounds that certain acquisitions of Shares during December 2023 were not subject to the filing and waiting period requirements of the HSR Act because of the Reporting Persons’ good faith belief that BW Cayman is exempt from filing pursuant to 16 C.F.R. § 802.51(b).

On January 21, 2024, the Reporting Persons issued a press release and open letter (the “January 21 Press Release”), in which the Reporting Persons emphasized their belief that the Board is now resorting to desperate and egregious entrenchment maneuvers to try and deprive its shareholders of the opportunity to replace the directors responsible for recent missteps and value destruction with the Reporting Persons’ highly qualified director candidates at the Special Meeting. In the January 21 Press Release, the Reporting Persons disclose that they were informed that the Board is seeking to invalidate their requisition for the Special Meeting under Canadian law based on the irrelevant premise that the Reporting Persons violated the HSR Act. The Reporting Persons believe it is clear that the Board has no respect for corporate democracy or the Issuer’s shareholders and, despite holders of approximately 35% of the outstanding Shares independently making public statements of support, the Board’s directors are deploying the Issuer’s corporate machinery for self-serving legal tactics designed to insulate them from accountability. Despite the Board’s intransigence and clear desire to avoid being held accountable, the Reporting Persons remain committed to taking all necessary steps, including through the legal and regulatory channels, to protect their investment and set a strong foundation for long-term value creation for the Issuer.

A copy of the January 21 Press Release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

January 21 Press Release.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 23, 2024

	Browning West, LP
	By:	/s/ Samuel Green
		Name:	Samuel Green
		Title:	Chief Compliance Officer and Chief Financial Officer

 

 

	/s/ Usman Nabi
	Usman Nabi