Nortek Inc (NTK): Gates Capital Management Reports 20.4% Stake

Page 7 of 11 – SEC Filing

(e) 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.

(f) Gates Capital is a Delaware limited partnership, the General Partner is a Delaware limited liability company, and the Corporation is a Delaware corporation. ECF I and ECF II are organized under the laws of Delaware.  ECF INTL is organized under the laws of the British Virgin Islands.  Mr. Gates is a United States citizen.  The citizenship of each Covered Person is set forth on Annex A and incorporated herein by reference.

Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons used approximately $129,309,882 (including brokerage commissions) of the working capital of the Gates Capital Funds in the aggregate to purchase the shares of Common Stock reported in this Schedule 13D. Such shares of Common Stock are or may be held from time to time by the Fund in margin accounts established with its brokers or banks and a portion of the purchase price for the Common Stock may be obtained through margin borrowing. 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.

Item 4.	PURPOSE OF TRANSACTION
The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes in the ordinary course of business. The Reporting Persons acquired such shares of Common Stock because they believed that the shares of Common Stock reported herein, when purchased, represented an attractive investment opportunity.
On July 6, 2016, the Reporting Person entered into the Tender and Support Agreement attached hereto as Exhibit 2 (the “Tender and Support Agreement”), which Tender and Support Agreement sets forth certain terms with respect to the proposed acquisition of the Issuer and pursuant to which the Reporting Persons will tender all of its Common Stock to a subsidiary of Melrose Industries PLC, a public limited company incorporated under the laws of the United Kingdom, which transactions, if consummated, would have one or more of the results specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The transactions contemplated in the Tender and Support Agreement are subject to a number of material conditions and there can be no assurance that the execution of the Tender and Support Agreement will result in the consummation of one or more transactions on the terms set forth in the Tender and Support Agreement or at all. The full text of the Tender and Support Agreement is included as Exhibit 2 to this Schedule 13D.  The description of the Tender and Support Agreement contained in this response to Item 4 is qualified in its entirety by reference to the terms of such Tender and Support Agreement, which are incorporated herein by reference.