XBP Global Holdings, Inc.
27.20%
31,931,506
1839530
98400V101
Jul 28, 2025
Aug 4, 2025, 06:36 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| GATES CAPITAL MANAGEMENT, L.P. | Investment Adviser | 27.20% | 31,931,506 | 0 | 31,931,506 |
| GATES CAPITAL MANAGEMENT GP, LLC | Other | 27.20% | 31,931,506 | 0 | 31,931,506 |
| GATES CAPITAL MANAGEMENT, INC. | CO | 27.20% | 31,931,506 | 0 | 31,931,506 |
| JEFFREY L. GATES | Individual | 27.20% | 31,931,506 | 0 | 31,931,506 |
Disclosure Items (7)
Common Stock, par value $0.0001 per share
XBP Global Holdings, Inc.
6641 N. Belt Line Road, Suite 100, Irving, TX, 75063
This Schedule 13D is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": (i) Gates Capital Management, L.P., a Delaware limited partnership ("Gates Capital"), with respect to the shares of Common Stock held by ECF Value Fund, L.P., a Delaware limited partnership, ECF Value Fund II, L.P., a Delaware limited partnership, and ECF Value Fund International Master, L.P., a limited partnership formed under the laws of the British Virgin Islands (collectively, the "Gates Capital Funds"), as to which Gates Capital serves as investment manager; (ii) Gates Capital Management GP, LLC, a Delaware limited liability company (the "General Partner"), which is the general partner of Gates Capital, with respect to the shares of Common Stock directly held by the Gates Capital Funds; (iii) Gates Capital Management, Inc., a Delaware corporation (the "Corporation"), which is the managing member of the General Partner, with respect to the shares of Common Stock directly held by the Gates Capital Funds; and (iv) Jeffrey L. Gates, a United States citizen, who serves as the President of the Corporation, with respect to the shares of Common Stock directly held by the Gates Capital Funds. Set forth in the attached Annex A and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Persons (collectively, the "Covered Persons"), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.
The business address of each of Gates Capital, the General Partner, the Corporation and Mr. Gates is c/o Gates Capital Management, Inc., 1177 Avenue of the Americas, 46th Floor, New York, New York 10036.
The principal business of Gates Capital is to serve as investment manager to the Gates Capital Funds. The principal business of the General Partner is to serve as the general partner to Gates Capital. The principal business of the Corporation is the performance of investment management and advisory services. The principal business of Mr. Gates is to serve as the President of Gates Capital.
None of the Reporting Persons, during the last five years, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Gates Capital is a Delaware limited partnership, the General Partner is a Delaware limited liability company, and the Corporation is a Delaware corporation. Mr. Gates is a United States citizen. The citizenship of each Covered Person is set forth on Annex A and incorporated herein by reference.
The Reporting Persons acquired the Common Stock reported in this Schedule 13D pursuant to the Plan (as defined in Item 4), as more fully described in Item 4 of this Schedule 13D, which is hereby incorporated by reference into this Item 3. Such shares of Common Stock are or may be held from time to time by the Gates Capital Funds in margin accounts established with their brokers or banks. Securities positions which may be held in the margin accounts, including the Common Stock, may be pledged as collateral security for the repayment of debit balances in the margin accounts.
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each Reporting Person. The percentages used in this Schedule 13D are calculated based upon 117,516,255 shares of Common Stock outstanding as of July 29, 2025, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on August 4, 2025.
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
Other than as disclosed in Item 4 of this Schedule 13D, no transactions in the shares of Common Stock have been effected by the Reporting Persons during the past sixty (60) days.
The Gates Capital Funds have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported herein.
Not applicable.
The information in Item 4 of this Schedule 13D is incorporated by reference herein. As of the date hereof, the Gates Capital Funds collectively own approximately $96 million aggregate principal amount of Rollover Exit Notes. Except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Exhibit 99.1 - Registration Rights Agreement, dated July 29, 2025 (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed with the SEC on August 4, 2025). Exhibit 99.2 - Gates Exit Facility Agreement, dated July 29, 2025 (incorporated by reference to Exhibit 10.3 of the Issuer's Current Report on Form 8-K filed with the SEC on August 4, 2025). Exhibit 99.3 - Joint Filing Agreement, dated August 4, 2025.