8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2023

ALTRA INDUSTRIAL MOTION CORP.

(exact name of registrant as specified in its charter)

Delaware	001-33209	61-1478870
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
300 Granite Street, Suite 201, Braintree, MA		02184
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 917-0600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $0.001)	AIMC	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01  Entry into a Material Definitive Agreement.

Regal Rexnord Corporation (“Regal”) previously announced that it commenced (i) a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding 6.125% Senior Notes due 2026 (the “Notes”) of Stevens Holding Company, Inc. (the “Issuer”), a wholly-owned subsidiary of Altra Industrial Motion Corp. (“Altra”) and (ii) a related solicitation of consents (the “Consent Solicitation”) to amend the indenture governing the Notes (the “Indenture”). The Tender Offer and the Consent Solicitation were commenced in connection with the pending acquisition of Altra by Regal pursuant to the Agreement and Plan of Merger entered into by and among Altra, Regal and Aspen Sub, Inc., a wholly owned subsidiary of Regal (the “Merger”).

Following the receipt of the requisite consents to approve certain proposed amendments to the Indenture (the “Proposed Amendments”), on February 24, 2023, the Issuer and the guarantors and the trustee (the “Trustee”) under the Indenture entered into a supplemental indenture (the “Supplemental Indenture”) to effect the Proposed Amendments. The Proposed Amendments, once operative, will eliminate substantially all restrictive covenants (including the requirement in Section 4.11 of the Indenture to make a “Change of Control Offer” for the Notes in connection with the Merger), certain events of default and certain other provisions in the Indenture. The Supplemental Indenture provides that the Proposed Amendments will not become operative unless and until the Issuer notifies the Trustee that the Notes representing the requisite consents that were validly tendered (and not validly withdrawn) are accepted for purchase by Regal pursuant to Regal’s Offer to Purchase and Consent Solicitation Statement, dated February 10, 2023.

The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
4.1	Second Supplemental Indenture, dated as of February 24, 2023, among Stevens Holding Company, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee
104.1	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Statement Regarding Forward-Looking Statements

This communication 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. Altra intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions, which reflect Altra’s current estimates, expectations and projections about Altra’s future results, performance, prospects and opportunities. Forward-looking statements include, among other things, the information concerning Altra’s possible future results of operations including revenue, costs of goods sold, gross margin, future profitability, future economic improvement, business and growth strategies, financing plans, expected leverage levels, Altra’s competitive position and the effects of competition, the projected growth of the industries in which we operate, Altra’s ability to consummate the Merger and other strategic transactions on the expected timeline or at all. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “plan”, “may”, “project”, “should”, “will”, “would”, and similar expressions or variations. These forward-looking statements are based upon information currently available

to Altra and are subject to a number of risks, uncertainties, and other factors that could cause Altra’s actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

● the Merger may not be completed in a timely manner or at all, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Altra or the expected benefits of the Merger;

● the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals);

● the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances which would require Altra to pay a termination fee or other expenses;

● the effect of the announcement or pendency of the Merger on Altra’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers, distributors and others with whom it does business, or its operating results and business generally;

● risks related to the Merger and related transactions diverting management’s attention from Altra’s ongoing business operations;

● the risk that shareholder litigation in connection with the Merger may result in significant costs of defense, indemnification and liability; and

● other factors discussed in the “Risk Factors” and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Altra’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 28, 2022, and Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, filed with the SEC on November 3, 2022 and risks that may be described in Altra’s other Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings by Altra with the SEC.

In addition to the risks described above, other unknown or unpredictable factors also could affect Altra’s results. As a result of these factors, we cannot assure you that the forward-looking statements in this communication will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent our views as of the date of this communication. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this  communication. You should read this communication and the documents that we reference in this communication completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALTRA INDUSTRIAL MOTION CORP.
Date: February 24, 2023	By:	/s/ Todd B. Patriacca
	Name:	Todd B. Patriacca
	Title:	Executive V.P., Chief Financial Officer and Treasurer

EX-4.1

Exhibit 4.1

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 24, 2023, by and among Stevens Holding Company, Inc., a Delaware corporation (the “Issuer”), Altra Industrial Motion Corp., a Delaware corporation (“Altra”), the entities listed in Schedule 1 attached hereto (together with Altra, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to herein (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (as amended or supplemented from time to time, the “Indenture”), dated as of October 1, 2018, among the Issuer, the Guarantors named therein and the Trustee, providing for the issuance from time to time by the Issuer of 6.125% senior notes due 2026 (the “Notes” and the holders thereof, the “Holders”);

WHEREAS, Section 9.02 of the Indenture provides, with exceptions not here applicable, that the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then Outstanding (as defined in the Indenture) (including, without limitation, consents obtained in connection with a tender offer for the Notes) (the “Requisite Consents”);

WHEREAS, Regal Rexnord Corporation, a Wisconsin corporation (“Regal Rexnord”), has entered into an Agreement and Plan of Merger dated as of October 26, 2022 (the “Merger Agreement”), with Altra and Aspen Sub, Inc., a Delaware corporation and Regal Rexnord’s wholly-owned subsidiary (“Merger Sub”), pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Merger Sub will merge (the “Merger”) with and into Altra, with Altra surviving the Merger as a wholly owned subsidiary of Regal Rexnord;

WHEREAS, in connection with the Merger, Regal Rexnord distributed an Offer to Purchase and Consent Solicitation Statement, dated February 10, 2023 (the “Offer to Purchase”), to the Holders in connection with the offer to purchase for cash any and all of the outstanding Notes (the “Offer”) and the concurrent solicitation of such Holders’ consents (the “Consents”) to certain proposed amendments to the Indenture as further described in the Offer to Purchase (the “Proposed Amendments”);

WHEREAS, in accordance with the terms and conditions set forth in the Offer to Purchase, the Holders of a majority in aggregate principal amount of the Notes Outstanding have validly provided Consents and have not validly withdrawn their Consents to the adoption of the Proposed Amendments set forth in this Supplemental Indenture in accordance with the provisions of the Indenture, and evidence of such Consents has been provided by the Issuer to the Trustee;

WHEREAS, with the Issuer and the Guarantors having received the Requisite Consents, the Issuer and the Guarantors desire to amend the Indenture pursuant to Section 9.02 thereof to effect the Proposed Amendments;

WHEREAS, in accordance with Sections 9.05, 11.04 and 11.05 of the Indenture, the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel with respect to this Supplemental Indenture on the date hereof;

WHEREAS, pursuant to Section 9.05 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, all things necessary to make this Supplemental Indenture a legal, valid and binding obligation of the Issuer and the Guarantors according to its terms have been done.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the agreements and obligations set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders, as follows:

1.          Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.          Amendments to the Indenture.

(a)	The first sentence of Section 3.03 of the Indenture is hereby amended as set forth below (with new text shown as underlined and deleted text shown as struck through):
		“At least 15 daystwo (2) Business Days but not more than 60 calendar days before a redemption date, the Issuer shall deliver electronically or mail or cause to be mailed, by first-class mail, postage prepaid (or otherwise delivered in accordance with the procedures of DTC), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.”
(b)	The Indenture is hereby amended by deleting the following sections and clauses of the Indenture and all references and definitions related solely thereto in their entirety, and replacing all such deleted sections, references and definitions with “[Intentionally Omitted]”:
	i.	Section 4.02 (“Reports and Other Information”);
	ii.	Section 4.05 (“Limitation on Restricted Payments”);
	iii.	Section 4.06 (“Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”);
	iv.	Section 4.07 (“Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”);
	v.	Section 4.08 (“Asset Sales”);
	vi.	Section 4.09 (“Transactions with Affiliates”);
	vii.	Section 4.10 (“Liens”);
	viii.	Section 4.11 (“Offer to Repurchase Upon Change of Control”);
	ix.	Clauses (a)(3), (b)(3), (b)(4) and (c)(1)(C) of Section 5.01 (“Merger, Consolidation or Sale of All or Substantially All Assets”);

	x.	Clauses (d) and (e) of Section 6.01 (“Events of Default”); and
	xi.	Clause (b) of Section 10.06 (“Additional Guarantees”).
(c)	Any provision contained in the Notes that relates to the sections in the Indenture that are amended pursuant to this Section 2 shall likewise be amended so that any such provision contained in such Notes will conform to and be consistent with the Indenture, as amended by this Supplemental Indenture.
(d)	The Indenture is hereby amended to eliminate the applicability of the provisions of Section 6.01 thereof, including clause (c) thereof, as they apply to the sections and clauses of the Indenture deleted by Section 2(b) hereof.

3.          Effectiveness; Operativeness. This Supplemental Indenture shall become a valid, binding and legal agreement enforceable in accordance with its terms among the parties hereto and effective when executed by the parties hereto; provided, however, that the amendments to the Indenture set forth herein shall not become operative unless and until the Notes representing the Requisite Consents that were validly tendered (and not validly withdrawn) are accepted for purchase by Regal Rexnord pursuant to the Offer to Purchase (such time and date, the “Operative Time”). The Issuer and the Guarantors will deliver an Officer’s Certificate to the Trustee notifying the Trustee of the occurrence of the Operative Time and stating that the conditions precedent to the Operative Time have been complied with. The Issuer may terminate this Supplemental Indenture upon written notice to the Trustee in the event that (a) the Merger Agreement is terminated in accordance with the terms and conditions thereof or (b) the Offer is terminated in accordance with the terms and conditions thereof.

4.          NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5.          Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

6.          Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

7.          The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors. The parties hereto agree that the Trustee shall be afforded all of the rights, protections, privileges, immunities and indemnities provided to it under the Indenture. The Issuer, Altra and the Guarantors all hereby request that the Trustee execute this Supplemental Indenture.

8.          Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly supplemented or amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and each Note issued thereunder heretofore or hereafter authenticated and delivered shall be bound hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

ISSUER:
STEVENS HOLDING COMPANY, INC.
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

TRUSTEE:
THE BANK OF NEW YORK
MELLON TRUST COMPANY
N.A., not in its individual capacity
but solely as Trustee
	By:	/s/ Ann Dolezal
		Name:	Ann Dolezal
		Title:	Vice President

GUARANTORS:
ALTRA INDUSTRIAL MOTION CORP.
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

AMERIDRIVES INTERNATIONAL, LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

[Signature Page to Second Supplemental Indenture]

AS MOTION LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

AS MOTION NORTH AMERICA INC.
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

AT BUSINESS SYSTEMS LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

BOSTON GEAR LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

FORMSPRAG LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

GUARDIAN COUPLINGS LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

[Signature Page to Second Supplemental Indenture]

HEAT TRANSFER GUARANTEE CO., LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

KILIAN MANUFACTURING CORPORATION
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

NUTTALL GEAR LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

PACSCI MOTION CONTROL, INC.
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

PORTESCAP U.S. INC.
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

SVENDBORG BRAKES USA, LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

[Signature Page to Second Supplemental Indenture]

TB WOOD’S CORPORATION
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

TB WOOD’S INCORPORATED
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

WARNER ELECTRIC LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

WARNER ELECTRIC TECHNOLOGY LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Chief Financial Officer and Treasurer

ABEK LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Treasurer

AMERICAN PRECISION INDUSTRIES, INC.
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Treasurer

[Signature Page to Second Supplemental Indenture]

BALL SCREWS AND ACTUATORS CO., INC.
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Treasurer

BAUER GEAR MOTOR LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Treasurer

G&L MOTION CONTROL INC.
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Treasurer

INERTIA DYNAMICS, LLC
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Treasurer

KOLLMORGEN CORPORATION
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Treasurer

MOTION ENGINEERING INCORPORATED
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Treasurer

THOMSON INDUSTRIES, INC.
	By:	/s/ Todd Patriacca
		Name:	Todd Patriacca
		Title:	Treasurer

[Signature Page to Second Supplemental Indenture]

THOMSON LINEAR LLC
By:	/s/ Todd Patriacca
	Name:	Todd Patriacca
	Title:	Treasurer

[Signature Page to Second Supplemental Indenture]

Schedule 1

Subsidiary Guarantors

Name	Jurisdiction of Organization
ABEK LLC	Delaware
American Precision Industries, Inc.	Delaware
Ameridrives International, LLC	Delaware
AS Motion LLC	Delaware
AS Motion North America Inc.	Delaware
AT Business Systems LLC (f/k/a ASM Business Services, LLC)	Delaware
Ball Screws and Actuators Co., Inc.	California
Bauer Gear Motor LLC	Delaware
Boston Gear LLC	Delaware
Formsprag LLC	Delaware
G&L Motion Control Inc.	Delaware
Guardian Couplings LLC	Delaware
Heat Transfer Guarantee Co., LLC	Delaware
Inertia Dynamics, LLC	Delaware
Kilian Manufacturing Corporation	Delaware
Kollmorgen Corporation	New York
Motion Engineering Incorporated	California
Nuttall Gear LLC	Delaware
PacSci Motion Control, Inc.	Massachusetts
Portescap U.S. Inc.	New York
Svendborg Brakes USA, LLC	Delaware
TB Wood’s Corporation	Delaware
TB Wood’s Incorporated	Pennsylvania
Thomson Industries, Inc.	Delaware
Thomson Linear LLC	Delaware
Warner Electric LLC	Delaware
Warner Electric Technology LLC	Delaware

XML

Document and Entity Information	Feb. 24, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 24, 2023
Entity Registrant Name	ALTRA INDUSTRIAL MOTION CORP.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33209
Entity Tax Identification Number	61-1478870
Entity Address, Address Line One	300 Granite Street
Entity Address, Address Line Two	Suite 201
Entity Address, City or Town	Braintree
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02184
City Area Code	781
Local Phone Number	917-0600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001374535
Title of 12(b) Security	Common Stock (par value $0.001)
Trading Symbol	AIMC
Security Exchange Name	NASDAQ