UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On November 30, 2022, Regal Rexnord Corporation (the “Company”) and Land Newco, Inc. entered into an incremental assumption agreement (the “Assumption Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto pursuant to the Second Amended and Restated Credit Agreement, dated as of March 28, 2022 (as amended, the “Credit Agreement”), among the Company, various subsidiaries of the Company from time to time party thereto, the financial institutions from time to time party thereto as lenders and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not otherwise defined herein have the meanings ascribed in the Credit Agreement.
Among other things, as more fully set forth therein, the Assumption Agreement (i) establishes incremental term loan commitments of $240,000,000 (the “Incremental Term Loan Commitments”), to be funded in connection with the closing of the proposed transaction pursuant to the Agreement and Plan of Merger, among the Company, Aspen Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of the Company, and Altra Industrial Motion Corp. (“Altra”), with respect to a merger of Merger Sub with and into Altra with Altra surviving the merger as a wholly owned subsidiary of the Company (the “Proposed Transaction”), which upon funding will be the same class of term A-1 loans as under the Credit Agreement and (ii) provides an increase of $70,000,000 in the aggregate principal amount of the revolving commitments under the Credit Agreement upon consummation of the Proposed Transaction.
In addition, as a result of the Assumption Agreement, the amount of the commitments for the “Bridge Facility” described in the Company’s Current Report on Form 8-K filed on October 27, 2022 is reduced on a dollar-for-dollar basis by the amount of the Incremental Term Loan Commitments.
The summary set forth above is not intended to be complete and is qualified in its entirety by reference to the full text of the Assumption Agreement attached hereto as Exhibit 10.1. In the ordinary course of business, certain of the lenders under the Credit Agreement and their affiliates have provided, and may in the future provide, investment banking, commercial banking, cash management, foreign exchange or other financial services to the Company and/or one or more of its subsidiaries for which they have received, and may in the future receive, compensation.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure under Item 1.01 of this report is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
(d) Exhibits. The following exhibits are being furnished herewith:
Exhibit Index
Exhibit Number | Exhibit Description | |
10.1 | Assumption Agreement, dated as of November 30, 2022, to the Second Amended and Restated Credit Agreement, dated as of March 28, 2022. | |
104.1 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). |
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.
REGAL REXNORD CORPORATION | ||
Date: November 30, 2022 | By: | /s/ Thomas E. Valentyn |
Thomas E. Valentyn | ||
Vice President, General Counsel and Secretary |