SUBSEQUENT EVENT

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENT

SUBSEQUENT EVENT

The Company has evaluated subsequent events since September 30, 2022, the date of these financial statements.

On October 26, 2022, the Company entered into a definitive agreement (the “Altra Merger Agreement”) with Altra Industrial Motion Corp. (“Altra”) and Aspen Sub, Inc., the Company’s wholly owned subsidiary (“Aspen Sub”), to acquire all of the issued and outstanding common stock of Altra for $62.00 per common share, which implies an enterprise value of Altra of approximately $4.95 billion. Pursuant to the terms of the Altra Merger Agreement, Aspen Sub will merge with and into Altra, with Altra surviving the transaction as the Company’s wholly owned subsidiary (the “Altra Transaction”).

In connection with the Altra Transaction, on October 26, 2022, the Company entered into a debt commitment letter (the “Commitment Letter”) and related fee letters with JPMorgan Chase Bank, N.A. (“JPMorgan”), pursuant to which, and subject to the terms and conditions set forth therein, JPMorgan committed to provide (x) approximately $5.5 billion in an aggregate principal amount of senior bridge loans under a 364-day senior bridge loan credit facility (the “Altra Bridge Facility”) and (y) in the event, the Company does not obtain certain required consents from the lenders under the Credit Agreement (as such term is defined below), a backstop credit facility in an aggregate principal amount of up to approximately $2.03 billion, consisting of a $1.0 billion backstop revolving credit facility and approximately $1.03 billion backstop term loan facilities (collectively, the “Backstop Facility”). The proceeds of the loans under the Altra Bridge Facility may be used by the Company to finance, in part, the Altra Transaction, and for general corporate purposes, including the payment of fees and expenses incurred in connection with the Altra Transaction. The proceeds of the loans under the Backstop Facility would be used by the Company to prepay in full the aggregate principal amount of loans outstanding under the Credit Agreement and accrued and unpaid interest thereon in the event that the Company does not obtain certain required consents from the lenders under the Credit Agreement. The Altra Bridge Facility and Backstop Facility are subject to customary closing conditions, including that substantially concurrently with the initial funding under the applicable facility, the Altra Transaction shall be consummated. The Company may also repay or seek amendments to its other outstanding indebtedness in connection with the Altra Transaction. The Company anticipates incurring significant fees and expenses in connection with the Altra Transaction, the amount of which is uncertain and will depend on the nature of the financing ultimately employed in connection with the transaction. The Company expects to seek permanent financing for the Altra Transaction in the future in the form of bank debt and bond issuance.

Closing of the Altra Transaction is subject to various closing conditions, including the approval of Altra’s stockholders, the receipt of certain regulatory approvals and other customary closing conditions.