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): January 5, 2023

Regal Rexnord Corporation

(Exact name of registrant as specified in its charter)

Wisconsin	1-7283	39-0875718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 State Street, Beloit, Wisconsin 53511-6254

(Address of Principal Executive Offices, Including Zip Code)

Registrant's Telephone Number: (608) 364-8800

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock	RRX	New York Stock Exchange

Item 7.01.    Regulation FD Disclosure.

In connection with a private financing transaction announced on January 5, 2023, Regal Rexnord Corporation (the “Company”) anticipates disclosing to prospective investors certain information that has not been previously publicly reported. This information is set forth below and in the attached Exhibit 99.1 and Exhibit 99.2, which are incorporated herein by reference into this Item 7.01.

As previously announced, on October 26, 2022, the Company entered into a definitive merger agreement (the “Merger Agreement”) with Altra Industrial Motion Corp., a Delaware corporation (“Altra”), and Aspen Sub, Inc., the Company’s wholly owned subsidiary (“Aspen Sub”), to acquire all of Altra’s issued and outstanding shares of common stock. Pursuant to the terms of the Merger Agreement, subject to the satisfaction or waiver of specified conditions, Aspen Sub will merge with and into Altra, with Altra surviving the transaction as the Company’s wholly owned subsidiary (the “Merger”). The Company expects that, within four years after the closing of the Merger, it will be able to realize approximately $160.0 million in cost synergies, with expected one-time estimated costs to achieve synergies of approximately $104.0 million.

This report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The information furnished under Item 7.01 in this Form 8-K and in the attached Exhibit 99.1 and Exhibit 99.2, which are incorporated by reference into this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as set forth by specific reference in such filing. This report shall not be deemed an admission as to the materiality of any information in this report that is being disclosed pursuant to Regulation FD.

Item 8.01.    Other Events.

On January 5, 2023, the Company announced that it plans to offer, subject to market and customary conditions, senior unsecured notes in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and persons outside the United States in accordance with Regulation S under the Securities Act. A copy of the press release announcing the launch of the offering is attached hereto as Exhibit 99.3 and is incorporated herein by reference into this Item 8.01.

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
99.1	Unaudited Pro Forma Condensed Combined Financial Statements.
99.2	Summary Unaudited Pro Forma Condensed Combined Financial Information.
99.3	Press Release issued by Regal Rexnord Corporation on January 5, 2023.
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: January 5, 2023	By:	/s/ Thomas E. Valentyn
	Thomas E. Valentyn
	Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Unaudited pro forma condensed combined financial information

Introduction

On October 26, 2022, Regal Rexnord Corporation, a Wisconsin corporation (“Regal Rexnord” or the “Company”) entered into a definitive merger agreement (the “Merger Agreement”) with Altra Industrial Motion Corp., a Delaware corporation (“Altra”), and Aspen Sub, Inc., a wholly-owned subsidiary of the Company (“Aspen Sub”), pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Aspen Sub, will merge with and into Altra, with Altra surviving the transaction as a wholly-owned subsidiary of the Company (the “Merger”).

On October 4, 2021, in accordance with the terms and conditions of the Agreement and Plan of Merger, dated February 15, 2021 (the “Rexnord Merger Agreement”), the Company completed its combination with the Rexnord Process & Motion Control business (the “Rexnord PMC business”) of Zurn Elkay Water Solutions Corporation (formerly known as Rexnord Corporation) (“Zurn”) in a Reverse Morris Trust transaction (the “Rexnord Transaction”). Pursuant to the Rexnord Transaction, (1) Zurn transferred to its then-subsidiary Land Newco, Inc. (“Land”) substantially all of the assets, and Land assumed substantially all of the liabilities, of the Rexnord PMC business, (2) after which, all of the issued and outstanding shares of common stock, $0.01 par value per share, of Land (“Land Common Stock”) held by a subsidiary of Zurn were distributed in a series of distributions to Zurn’s stockholders (the distributions, and the final distribution of Land Common Stock from Zurn to Zurn’s stockholders, which was made pro rata for no consideration, the “Spin-Off”) and (3) immediately after the Spin-Off, one of the Company’s subsidiaries (“Rexnord Merger Sub”) merged with and into Land (the “merger with the Rexnord PMC business”) and all shares of Land Common Stock (other than those held by Zurn, Land, the Company, Rexnord Merger Sub or their respective subsidiaries) were converted into the right to receive 0.22296103 shares of Regal Rexnord’s common stock, $0.01 par value per share (“Company Common Stock”), as calculated in the Rexnord Merger Agreement.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

The following unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Merger and the Debt Financing (as defined below) as if those transactions had been completed on September 30, 2022 and combines the unaudited condensed consolidated balance sheet of Regal Rexnord as of September 30, 2022 with Altra’s unaudited condensed consolidated balance sheet as of September 30, 2022.

The following unaudited pro forma condensed combined statements of income for the year ended January 1, 2022 and the nine months ended September 30, 2022 give effect to the Merger, the Debt Financing and the merger with the Rexnord PMC business as if they had occurred on January 3, 2021, the first day of Regal Rexnord’s year ended January 1, 2022, and combine the historical results of Regal Rexnord, the Rexnord PMC business and Altra, as applicable. The unaudited pro forma condensed combined statement of income for the year ended January 1, 2022 combines the audited consolidated statement of income of Regal Rexnord for the year ended January 1, 2022, the unaudited condensed combined statement of operations of the Rexnord PMC business for the nine months ended September 30, 2021 and the audited consolidated statement of operations of Altra for the year ended December 31, 2021. The unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2022 combines the unaudited consolidated statement of income of Regal Rexnord for the nine months ended September 30, 2022 with the unaudited consolidated statement of operations of Altra for the nine months ended September 30, 2022.

The historical financial statements of Regal Rexnord and Altra have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger, the Debt Financing and, as applicable, the merger with the Rexnord PMC business, in each case, in accordance with accounting principles generally accepted in the United States (“GAAP”).

Regal Rexnord believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Merger and the Debt Financing and, as applicable, the merger with the Rexnord PMC business, based on information available to Regal Rexnord’s management at this time and that the pro forma transaction accounting adjustments give effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

Differences between these preliminary estimates and the final acquisition accounting may arise, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.

The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Merger and the Debt Financing and, as applicable, the merger with the Rexnord PMC business, had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the combined company. The combined company’s actual financial condition and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma condensed combined financial information should be read in conjunction with:

· the accompanying notes to the unaudited pro forma condensed combined financial information;

· the separate audited consolidated financial statements of Regal Rexnord as of and for the year ended January 1, 2022 and the related notes, which are included in Regal Rexnord’s Annual Report on Form 10-K for the year ended January 1, 2022;

· the separate unaudited condensed consolidated financial statements of Regal Rexnord as of and for the nine months ended September 30, 2022 and the related notes, which are included in Regal Rexnord’s Quarterly Report on Form 10-Q for the period ended September 30, 2022;

· the separate audited consolidated financial statements of Altra as of and for the year ended December 31, 2021 and the related notes, which are included in Altra’s Annual Report on Form 10-K for the year ended December 31, 2021;

· the separate unaudited condensed consolidated financial statements of Altra as of and for the nine months ended September 30, 2022 and the related notes, which are included in Altra’s Quarterly Report on Form 10-Q for the period ended September 30, 2022; and

· the separate unaudited condensed combined financial statements of the Rexnord PMC business as of and for the nine months ended September 30, 2021.

Description of the Merger

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each of the issued and outstanding shares of Altra’s common stock, par value $0.001 per share (“Altra Common Stock”) (other than (i) any shares held by either the Company, Altra or Aspen Sub, (ii) shares owned by any direct or indirect wholly-owned subsidiary of Altra or the Company, (iii) shares for which appraisal rights have been properly and demanded according to Section 262 of the Delaware General Corporation Law and (iv) restricted shares of Altra Common Stock granted under Altra’s 2014 Omnibus Incentive Plan and subject to forfeiture conditions), will be converted into the right to receive $62.00 in cash, without interest (the “Merger Consideration”). The Merger Agreement generally provides that (1) each vested Altra stock option outstanding immediately prior to the Effective Time will be canceled and converted into a cash payment equal to the intrinsic value of such option based on the Merger Consideration, (2) each unvested Altra stock option outstanding, immediately prior to the Effective Time, will be converted into an award of stock options with respect to Company Common Stock with an intrinsic value equivalent to the intrinsic value of the Altra stock option based on the Merger Consideration, (3) each unvested Altra restricted stock unit outstanding, as of the Effective Time, that is subject solely to time-based vesting conditions will be converted into an award of restricted stock units with respect to the Company Common Stock with an equivalent value based on the Merger Consideration on substantially similar terms and conditions, (4) each unvested award of Altra restricted shares will be converted into the right to receive an amount in cash of equivalent value based on the Merger Consideration, without interest, on substantially similar terms and conditions and (5) each unvested Altra restricted stock unit outstanding, as of the Effective Time, that is subject to performance-based vesting conditions will be converted into an award of time-based restricted stock with an equivalent value based on the Merger Consideration on substantially similar terms and conditions (with performance goals being deemed satisfied at specified levels).

2

Description of the Debt Financing

In connection with the Merger, 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, among other things, (i) approximately $5.5 billion in an aggregate principal amount of senior bridge loans under a 364-day senior bridge loan credit facility (the “Bridge Facility”) and (ii) 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 commitments under the Backstop Facility were subsequently reduced to $0 upon the effectiveness of the amendment to the Second Amended and Restated Credit Agreement entered into on November 17, 2022. The Bridge Facility is subject to customary closing conditions, including that substantially concurrently with the initial funding under the Bridge Facility, the Merger shall be consummated. The Company may also repay or seek amendments to its other outstanding indebtedness in connection with the Merger. The Company anticipates incurring significant fees and expenses in connection with the Merger, the amount of which is uncertain and will depend on the nature of the financing ultimately employed in connection with the Merger. For the purposes of the unaudited pro forma condensed combined financial information, Regal Rexnord assumes that it will not utilize the Bridge Facility, as the Company intends to instead obtain various forms of permanent financing as illustrated below. The unaudited pro forma condensed combined information reflects the following:

Incremental Term A-1 Facility

· $0.84 billion upsize of Regal Rexnord’s existing term loan credit facility (the “Term A-1 Facility”) under the Second Amended and Restated Credit Agreement with JPMorgan, as administrative agent, and the lenders named therein (as amended from time to time, the “Second Amended and Restated Credit Agreement”); and

Notes

· $ 4.16 billion aggregate principal amount of senior unsecured notes (the “Notes”).

Accounting for the Merger

The Merger is being accounted for as a business combination using the acquisition method with Regal Rexnord as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (ASC 805). Under this method of accounting, the Merger Consideration will be allocated to Altra’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the Merger. The process of valuing the net assets of Altra immediately prior to the Merger, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the allocation of the Merger Consideration and related adjustments reflected in the unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1 below for more information.

“Transactions” is defined herein as: (i) the issuance of the Notes and the upsize of the Term A-1 Facility and Regal Rexnord’s revolving credit facility under the Second Amended and Restated Credit Agreement, and the related incurrence of such loans thereunder (together with the issuance of the Notes, the “Debt Financing”), (ii) the use of proceeds from the Debt Financing as specified herein, (iii) the consummation of the Merger, (iv) the amendment to the note purchase agreement with respect to the Company’s 3.90% Senior Notes due 2032, dated December 21, 2022, and (v) the payment of certain fees and expenses related to the foregoing.

Regal Rexnord intends to use the net proceeds from this offering, together with borrowings under its Term A-1 Facility and cash on hand, to fund the Merger Consideration, repay certain of Altra’s outstanding indebtedness and pay certain fees and expenses related to the Transactions.

3

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2022

Amounts in Millions

(in millions)	Regal Rexnord Historical as of September 30, 2022			Altra After Reclassification as of September 30, 2022 (Note 2)			Altra Transaction Accounting Adjustments – Merger			(Note 4)	Transaction Accounting Adjustments - Debt Financing			(Note 4)	Pro Forma Combined
ASSETS
Current Assets:
Cash and Cash Equivalents	$	723.6		$	198.2		$	(5,274.0	)	(a)	$	4,920.3		(a)	$	568.1
Trade Receivables, Less Allowances		816.0			245.7			-				-				1,061.7
Inventories		1,361.5			323.6			48.4		(b)		-				1,733.5
Prepaid Expenses and Other Current Assets		134.2			73.4			2.2		(f)		-				209.8
Assets Held for Sale		10.8			-			-				-				10.8
Total Current Assets		3,046.1			840.9			(5,223.4	)			4,920.3				3,583.9
Net Property, Plant and Equipment		790.5			263.8			66.2		(c)		-				1,120.5
Operating Lease Assets		115.4			40.3			-				-				155.7
Goodwill		3,968.8			1,491.3			1,154.9		(d)		-				6,615.0
Intangible Assets, Net of Amortization		2,239.3			963.2			1,246.8		(e)		-				4,449.3
Deferred Income Tax Benefits		35.7			1.1			3.6		(f)		-				40.4
Other Noncurrent Assets		53.2			17.3			-				-				70.5
Total Assets	$	10,249.0		$	3,617.9		$	(2,751.9	)		$	4,920.3			$	16,035.3
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	548.2		$	174.6		$	-			$	-			$	722.8
Dividends Payable		23.1			-			-				-				23.1
Accrued Compensation and Benefits		129.2			68.6			-				-				197.8
Other Accrued Expenses		294.1			93.1			(11.8	)	(g)		-				375.4
Current Operating Lease Liabilities		27.5			12.7			-				-				40.2
Current Maturities of Long-Term Debt		30.7			18.0			(18.0	)	(g)		-				30.7
Total Current Liabilities		1,052.8			367.0			(29.8	)			-				1,390.0
Long-Term Debt		2,165.2			1,038.2			(1,031.3	)	(g)		4,952.9		(g)		7,125.0
Deferred Income Taxes		586.5			244.0			290.0		(f)		-				1,120.5
Pension and Other Post Retirement Benefits		101.3			26.0			-				-				127.3
Noncurrent Operating Lease Liabilities		92.0			29.3			-				-				121.3
Other Noncurrent Liabilities		79.4			7.9			-				-				87.3
Total Liabilities	$	4,077.2		$	1,712.4		$	(771.1	)		$	4,952.9			$	9,971.4
Equity:
Shareholders' Equity:
Common Stock, $0.01 Par Value	$	0.7		$	0.1		$	-			$	-			$	0.8
Additional Paid-In Capital		4,604.1			1,724.4			(1,693.7	)	(h)		-				4,634.8
Retained Earnings		2,051.7			365.3			(471.4	)	(i)		(32.6	)	(i)		1,913.0
Accumulated Other Comprehensive Loss		(516.6	)		(184.3	)		184.3		(j)		-				(516.6	)
Total Shareholders' Equity		6,139.9			1,905.5			(1,980.8	)			(32.6	)			6,032.0
Noncontrolling Interests		31.9			-			-				-				31.9
Total Equity	$	6,171.8		$	1,905.5		$	(1,980.8	)		$	(32.6	)		$	6,063.9
Total Liabilities and Equity	$	10,249.0		$	3,617.9		$	(2,751.9	)		$	4,920.3			$	16,035.3

See the accompanying notes to the unaudited pro forma condensed combined financial information.

4

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (LOSS)

For the Nine Months Ended September 30, 2022

Amounts in Millions, except share and per share data

(in millions)	Regal Rexnord Historical Nine Months Ended September 30, 2022			Altra After Reclassification Nine Months Ended September 30, 2022 (Note 2)			Altra Transaction Accounting Adjustments - Merger			(Note 5A)	Transaction Accounting Adjustments - Debt Financing			(Note 5A)	Pro Forma Combined
Net Sales	$	3,973.2		$	1,476.1		$	-			$	-			$	5,449.3
Cost of Sales		2,710.1			958.1			(0.9	)	(a)		-				3,667.3
Gross Profit (Loss)		1,263.1			518.0			0.9				-				1,782.0
Operating Expenses		724.4			316.9			84.7		(b)		-				1,126.0
Asset Impairments		-			11.3			-				-				11.3
Total Operating Expenses		724.4			328.2			84.7				-				1,137.3
Income (Loss) from Operations		538.7			189.8			(83.8	)			-				644.7
Other Income, Net		(4.1	)		(2.7	)		-				-				(6.8	)
Interest Expense		43.8			36.8			(36.8	)	(c)		238.0		(c)		281.8
Interest Income		(3.2	)		-			-				-				(3.2	)
Income (Loss) before Income Taxes		502.2			155.7			(47.0	)			(238.0	)			372.9
Provision (Benefit) for Income Taxes		110.0			51.0			(10.0	)	(d)		(50.7	)	(d)		100.3
Net Income (Loss)		392.2			104.7			(37.0	)			(187.3	)			272.6
Less: Net Income Attributable to Noncontrolling Interests		4.8			-			-				-				4.8
Net Income (Loss) Attributable to Common Shareholders	$	387.4		$	104.7		$	(37.0	)		$	(187.3	)		$	267.8
Earnings Per Share Attributable to Common Shareholders
Basic	$	5.80													$	4.01
Assuming Dilution	$	5.76													$	3.97
Weighted Average Number of Shares Outstanding
Basic		66.8														66.8
Assuming Dilution		67.2												(e)		67.4

See the accompanying notes to the unaudited pro forma condensed combined financial information.

5

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (LOSS)

For the Year Ended January 1, 2022

Amounts in Millions, except share and per share data

(in millions)	Regal Rexnord Historical Year Ended January 1, 2022			Rexnord PMC Business After Reclassification Nine Months Ended September 30, 2021 (Note 2)			Rexnord Transaction Accounting Adjustments			(Note 5B)	Combined Regal Rexnord Year Ended January 1, 2022			Altra After Reclassification Year Ended December 31, 2021 (Note 2)			Altra Transaction Accounting Adjustments - Merger			(Note 5A)	Transaction Accounting Adjustments – Debt Financing			(Note 5A)	Pro Forma Combined
Net Sales	$	3,810.3		$	973.0		$	-			$	4,783.3		$	1,899.8		$	-			$	-			$	6,683.1
Cost of Sales		2,724.6			600.4			8.7		(a),(b)		3,333.7			1,227.0			53.0		(a)		-				4,613.7
Gross Profit (Loss)		1,085.7			372.6			(8.7	)			1,449.6			672.8			(53.0	)			-				2,069.4
Operating Expenses		714.7			221.8			83.8		(b)		1,020.3			433.0			212.6		(b)		-				1,665.9
Goodwill Impairment		33.0			-			-				33.0			60.0			-				-				93.0
Asset Impairments		5.6			-			-				5.6			82.4			-				-				88.0
Total Operating Expenses		753.3			221.8			83.8				1,058.9			575.4			212.6				-				1,846.9
Income (Loss) from Operations		332.4			150.8			(92.5	)			390.7			97.4			(265.6	)			-				222.5
Other Income, Net		(5.2	)		(0.9	)		-				(6.1	)		(4.9	)		-				-				(11.0	)
Interest Expense		60.4			3.7			30.3		(d)		94.4			94.5			(94.5	)	(c)		349.8		(c)		444.2
Interest Income		(7.4	)		-			-				(7.4	)		-			-				-				(7.4	)
Income (Loss) before Income Taxes		284.6			148.0			(122.8	)			309.8			7.8			(171.1	)			(349.8	)			(203.3	)
Provision (Benefit) for Income Taxes		68.5			36.3			(26.2	)	(c)		78.6			(19.9	)		(27.4	)	(d)		(74.5	)	(d)		(43.2	)
Net Income (Loss)		216.1			111.7			(96.6	)			231.2			27.7			(143.7	)			(275.3	)			(160.1	)
Less: Net Income Attributable to Noncontrolling Interests		6.2			0.2			-				6.4			-			-				-				6.4
Net Income (Loss) Attributable to Common Shareholders	$	209.9		$	111.5		$	(96.6	)		$	224.8		$	27.7		$	(143.7	)		$	(275.3	)		$	(166.5	)
Earnings (Losses) Per Share Attributable to Common Shareholders
Basic	$	4.44																							$	(2.46	)
Assuming Dilution	$	4.40																							$	(2.46	)
Weighted Average Number of Shares Outstanding
Basic		47.3																						5B(e)		67.6
Assuming Dilution		47.7																						5B(e)		67.6

See the accompanying notes to the unaudited pro forma condensed combined financial information.

6

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 - Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. The unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Merger and the Debt Financing as if those transactions had been completed on September 30, 2022 and combines the unaudited condensed consolidated balance sheet of Regal Rexnord as of September 30, 2022 with Altra’s unaudited condensed consolidated balance sheet as of September 30, 2022. The unaudited pro forma condensed combined statements of income for the year ended January 1, 2022 and the nine months ended September 30, 2022 give effect to the Merger, the Debt Financing and the merger with the Rexnord PMC business as if they had occurred on January 3, 2021, the first day of Regal Rexnord’s year ended January 1, 2022, and combine the historical results of Regal Rexnord, the Rexnord PMC business and Altra, as applicable. The unaudited pro forma condensed combined statement of income for the year ended January 1, 2022 combines the audited consolidated statement of income of Regal Rexnord for the year ended January 1, 2022, the unaudited condensed combined statement of operations of the Rexnord PMC business for the nine months ended September 30, 2021 and the audited consolidated statement of operations of Altra for the year ended December 31, 2021. The unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2022 combines the unaudited consolidated statement of income of Regal Rexnord for the nine months ended September 30, 2022 with the unaudited consolidated statement of operations of Altra for the nine months ended September 30, 2022.

Regal Rexnord’s, Altra’s and the Rexnord PMC business’ historical financial statements were prepared in accordance with GAAP and are presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align Regal Rexnord’s, the Rexnord PMC business’, and Altra’s financial statement presentation. Regal Rexnord is currently in the process of evaluating Altra’s accounting policies. That review will be finalized upon completion of the Merger, or as more information becomes available. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information. With the information currently available, Regal Rexnord has determined that no significant adjustments are necessary to conform Altra’s financial statements to the accounting policies used by Regal Rexnord.

As of January 2, 2022, Regal Rexnord changed the methodology for valuing certain inventories to the first-in, first-out (“FIFO”) cost method from the last-in, first-out (“LIFO”) cost method (the “LIFO to FIFO Change”). The Company believes that this change in accounting is preferable as it provides a better matching of costs and revenues, more closely resembles the physical flow of inventory, better reflects acquisition cost of inventory on the balance sheet, conforms the Company’s method of inventory valuation to a single method, results in improved comparability with industry peers and reduces the administrative burden of determining the LIFO valuation. The effects of the LIFO to FIFO Change have been reflected in the Company’s financial statements for the period ended September 30, 2022. The effects of the LIFO to FIFO Change have not been reflected in the Company’s financial statements and in the unaudited pro forma condensed combined statement of income for the year ended January 1, 2022.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with Regal Rexnord as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of Regal Rexnord and Altra. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of the Merger Consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The allocation of the Merger Consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the Merger Consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed relating to the Merger could differ materially from the preliminary allocation of the Merger Consideration. The final valuation will be based on the actual net tangible and intangible assets of Altra existing at the acquisition date. The allocation of the Merger Consideration set forth herein will be revised as additional information becomes available. Any such revisions or changes may be material.

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The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result from the Merger or any acquisition and integration costs that may be incurred. Regal Rexnord is not aware of any material transactions between Regal Rexnord, the Rexnord PMC business, and Altra during the periods presented. Accordingly, adjustments to eliminate transactions between Regal Rexnord, the Rexnord PMC business, and Altra have not been reflected in the unaudited pro forma condensed combined financial information.

Regal Rexnord believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Merger and the Debt Financing and, as applicable, the merger with the Rexnord PMC business, based on information available to Regal Rexnord’s management at this time and that the pro forma transaction accounting adjustments give effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting may arise, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.

Note 2 - Regal Rexnord, Altra and Rexnord PMC business reclassification adjustments

During the preparation of the unaudited pro forma condensed combined financial information, Regal Rexnord’s management performed a preliminary analysis of Altra’s financial information to identify differences in Altra’s accounting policies as compared to those of Regal Rexnord and differences in Altra’s financial statement presentation as compared to the presentation of Regal Rexnord. With the information currently available, Regal Rexnord has determined that no significant adjustments are necessary to conform Altra’s financial statements to the accounting policies used by Regal Rexnord. However, certain reclassification adjustments have been made to conform Altra’s historical financial statement presentation to Regal Rexnord’s financial statement presentation. Following the Merger, the combined company will finalize the review of accounting policies and reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein. This section also includes reclassification adjustments related to the historical Rexnord PMC business information included in the unaudited pro forma condensed combined statement of income for the year ended January 1, 2022.

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A) Refer to the table below for a summary of reclassification adjustments made to present Altra’s condensed consolidated balance sheet as of September 30, 2022, to conform with Regal Rexnord’s condensed consolidated balance sheet as of September 30, 2022:

(in millions)	Altra Historical Condensed Consolidated Balance Sheet Line Items	Regal Rexnord Historical Condensed Consolidated Balance Sheet Line Items	Altra Historical Condensed Consolidated Balances as of September 30, 2022			Reclassification			Altra After Reclassification as of September 30, 2022
	Cash and Cash Equivalents	Cash and Cash Equivalents	$	198.2		$	-		$	198.2
	Trade Receivables, Less Allowances	Trade Receivables, Less Allowances		245.7			-			245.7
	Inventories	Inventories		323.6			-			323.6
	Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets		39.6			33.8	(i)		73.4
	Assets Held For Sale	Assets Held For Sale		-			-			-
	Income Tax Receivable			33.8			(33.8	)(i)		-
	Property, Plant and Equipment, Net	Net Property, Plant and Equipment		263.8			-			263.8
	Operating Lease Right of Use Assets	Operating Lease Assets		40.3			-			40.3
	Goodwill	Goodwill		1,491.3			-			1,491.3
	Intangible Assets, Net	Intangible Assets, Net Of Amortization		963.2			-			963.2
	Deferred Income Taxes	Deferred Income Tax Benefits		1.1			-			1.1
	Other Non-current Assets	Other Noncurrent Assets		17.3			-			17.3
	Accounts Payable	Accounts Payable		174.6			-			174.6
	Accrued Payroll	Accrued Compensation and Benefits		68.6			-			68.6
	Accruals and Other Current Liabilities	Other Accrued Expenses		87.7			5.4	(ii)		93.1
	Income Tax Payable			5.4			(5.4	)(ii)		-
	Current Portion Of Long-Term Debt	Current Maturities Of Long-Term Debt		18.0			-			18.0
	Operating Lease Liabilities	Current Operating Lease Liabilities		12.7			-			12.7
	Long-Term Debt, Net Of Current Portion	Long-Term Debt		1,038.2			-			1,038.2
	Deferred Income Taxes	Deferred Income Taxes		244.0			-			244.0
	Pension Liabilities	Pension and Other Post Retirement Benefits		26.0			-			26.0
	Operating Lease Liabilities, Net Of Current Portion	Noncurrent Operating Lease Liabilities		29.3			-			29.3
	Other Long-Term Liabilities	Other Noncurrent Liabilities		6.2			1.7	(iii)		7.9
	Long-Term Taxes Payable			1.7			(1.7	)(iii)		-
	Common Stock	Common Stock, $0.01 Par Value		0.1			-			0.1
	Additional Paid-In Capital	Additional Paid-In Capital		1,724.4			-			1,724.4
	Retained Earnings	Retained Earnings		365.3			-			365.3
	Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss		(184.3	)		-			(184.3	)

(i) To reclassify $33.8 million of Income Tax Receivable to Prepaid Expenses and Other Current Assets.

(ii) To reclassify $5.4 million of Income Tax Payable to Other Accrued Expenses.

(iii) To reclassify $1.7 million of Long-Term Taxes Payable to Other Noncurrent Liabilities.

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B) Refer to the table below for a summary of adjustments made to present Altra’s condensed consolidated statement of operations for the nine months ended September 30, 2022, to conform with Regal Rexnord’s condensed consolidated statement of income for the nine months ended September 30, 2022:

(in millions)	Altra Historical Condensed Consolidated Statement of Operations Line Items	Regal Rexnord Historical Condensed Consolidated Statement of Income Line Items	Altra Nine Months Ended September 30, 2022			Reclassification			Altra After Reclassification Nine Months Ended September 30, 2022
	Net Sales	Net Sales	$	1,476.1		$	-		$	1,476.1
	Cost of Sales	Cost of Sales		953.9			4.2	(vi)		958.1
	Selling, General and Administrative Expenses			267.7			(267.7	)(iv)		-
		Operating Expenses		-			316.9	(iv)(v)(vi)		316.9
	Impairment Charges	Asset Impairments		11.3			-			11.3
	Research and Development Expenses			48.6			(48.6	)(v)		-
	Restructuring Costs			4.8			(4.8	)(vi)		-
	Interest Expense, net	Interest Expense		36.8			-			36.8
	Other Non Operating (Income)/Expense, net	Other Income, Net		(2.7	)		-			(2.7	)
	Provision for Income Taxes	Provision (Benefit) for Income Taxes		51.0			-			51.0

(iv) Reclassification of $267.7 million of Selling, General and Administrative Expenses to Operating Expenses.

(v) Reclassification of $48.6 million of Research and Development Expenses to Operating Expenses.

(vi) Reclassification of $4.2 million of Restructuring Costs to Cost of Sales and $0.6 million of Restructuring Costs to Operating Expenses.

C) Refer to the table below for a summary of adjustments made to present the Rexnord PMC business’ condensed combined statement of operations for the nine months ended September 30, 2021 to conform with Regal Rexnord’s condensed consolidated statement of income for the nine months ended September 30, 2021:

(in millions)	Rexnord PMC business Historical Condensed Combined Statement of Operations Line Items	Regal Rexnord Historical Condensed Consolidated Statement of Income Line Items	Rexnord PMC business Nine Months Ended September 30, 2021			Reclassification			Rexnord PMC business After Reclassification Nine Months Ended September 30, 2021
	Net sales	Net Sales	$	973.0		$	-		$	973.0
	Cost of Sales	Cost of Sales		598.6			1.8	(viii)		600.4
	Selling, General and Administrative Expenses			211.6			(211.6	)(vii)		-
		Operating Expenses		-			221.8	(vii)(viii)(ix)		221.8
	Restructuring and Other Similar Charges			2.1			(2.1	)(viii)		-
	Amortization of Intangible Assets			9.9			(9.9	)(ix)		-
	Interest Expense, Net	Interest Expense		3.7			-			3.7
	Other Income, Net	Other Income, Net		(0.6	)		(0.3	)(x)		(0.9	)
	Provision for Income Taxes	Provision (Benefit) for Income Taxes		36.3			-			36.3
	Equity Method Investment Income			(0.3	)		0.3	(x)		-
	Non-Controlling Interest Income	Income Attributable to Noncontrolling Interests		0.2			-			0.2

(vii) Reclassification of $211.6 million of Selling, General and Administrative Expenses to Operating Expenses.

(viii) Reclassification of $0.3 million of Restructuring and Other Similar Charges to Operating Expenses and $1.8 million to Cost of Sales.

(ix) Reclassification of $9.9 million of Amortization of Intangible Assets to Operating Expenses.

(x) Reclassification of $0.3 million of Equity Method Investment Income to Other Income, Net.

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Refer to the table below for a summary of adjustments made to present Altra’s consolidated statement of operations for the year ended December 31, 2021 to conform with Regal Rexnord’s consolidated statement of income for the year ended January 1, 2022:

(in millions)	Altra Historical Consolidated Statement of Operations Line Items	Regal Rexnord Historical Consolidated Statement of Income Line Items	Altra Year Ended December 31, 2021			Reclassification			Altra After Reclassification Year Ended December 31, 2021
	Net Sales	Net Sales	$	1,899.8		$	-		$	1,899.8
	Cost of Sales	Cost of Sales		1,224.4			2.6	(xiii)		1,227.0
	Selling, General and Administrative Expenses			368.7			(368.7	)(xi)		-
		Operating Expenses		-			433.0	(xi) (xii) (xiii)		433.0
	Impairment Charges	Asset Impairments		142.4			(60.0	)(xiv)		82.4
		Goodwill Impairments		-			60.0	(xiv)		60.0
	Research and Development Expenses			63.9			(63.9	)(xii)		-
	Restructuring Costs			3.0			(3.0	)(xiii)		-
	Interest Expense, net	Interest Expense		94.5			-			94.5
	Other Non-Operating (Income)/Expense, net	Other Income, Net		(4.9	)		-			(4.9	)
	Provision for Income Taxes	Provision (Benefit) for Income Taxes		(19.9	)		-			(19.9	)

(xi) Reclassification of $368.7 million of Selling, General and Administrative Expenses to Operating Expenses.

(xii) Reclassification of $63.9 million of Research and Development Expenses to Operating Expenses.

(xiii) Reclassification of $2.6 million of Restructuring Costs to Cost of Sales and $0.4 million to Operating Expenses.

(xiv) Reclassification of $60.0 million of Goodwill Impairment included in Impairment Charges to Goodwill Impairments.

Note 3 – Preliminary purchase price allocation

Estimated Merger Consideration

The following table summarizes the preliminary estimated Merger Consideration for Altra:

(in millions)	Amount
Estimated cash paid for outstanding Altra Common Stock (i)	$	4,039.3
Estimated converted Altra awards attributable to pre-combination service (ii)		27.3
Estimated payment of Altra debt (iii)		1,068.0
Estimated payment of Altra transaction expenses (iv)		64.0
Estimated preliminary Merger Consideration	$	5,198.6

(i) The cash paid for the common stock component of the preliminary estimated Merger Consideration is based on 65.1 million shares of outstanding Altra Common Stock as of November 11, 2022 at $62.00 per share, in accordance with the Merger Agreement.

(ii) As discussed in “Description of the Merger”, certain awards of Altra will be replaced by Regal Rexnord’s awards with similar terms for each unvested Altra award. The unvested portion of the estimated fair value of Regal Rexnord’s equity awards attributable to the pre-combination service period represents estimated Merger Consideration of $17.1 million. The remainder of the fair value will be recognized as compensation expense subsequent to the Merger. The portion of the estimated fair value of vested Altra stock options converted into a cash payment is $10.2 million, which is also reflected in the Merger Consideration.

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(iii) The estimated cash paid by Regal Rexnord to settle (a) the term loan facility (the “Altra Term Loan Facility”) and (b) the revolving credit facility (the “Altra Revolving Credit Facility”) (in each case of (a) and (b), pursuant to the credit agreement with certain subsidiaries of Altra, the lenders party to that credit agreement from time to time (collectively, the “Altra Lenders”), Bank of Montreal as administrative agent, as sustainability structuring agent and collateral agent thereunder and under the security and guarantee documents for the Altra Lenders, and BMO Capital Markets Corp., Citizens Bank, N.A., JPMorgan and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners) and (c) the 6.125% senior notes due 2026 of Stevens Holding Company, Inc., a wholly owned subsidiary of Altra (the “2026 Altra Notes”), of $392.5 million, $275.0 million, and $383.7 million, respectively, including $11.8 million of accrued interest. In certain instances, a portion of the 2026 Altra Notes may remain outstanding after the closing of the Merger.

(iv) The estimated cash paid by Regal Rexnord to settle Altra’s transaction expenses of $64.0 million.

Preliminary Merger Consideration Allocation

The assumed accounting for the Merger, including the preliminary Merger Consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Altra, Regal Rexnord used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. Regal Rexnord is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Merger. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.  The unaudited pro forma adjustments are based upon available information and certain assumptions that Regal Rexnord believes are reasonable under the circumstances. The purchase price adjustments relating to the unaudited pro forma condensed combined financial information are preliminary and subject to change, as additional information becomes available and as additional analyses are performed.

The following table summarizes the estimated preliminary Merger Consideration allocation, as if the Merger had been completed on September 30, 2022:

(in millions)	Amount
Assets:
Cash and cash equivalents	$	198.2
Trade receivables		245.7
Inventories (i)		372.0
Prepaid expenses and other current assets		75.6
Net property, plant & equipment (ii)		330.0
Goodwill		2,646.2
Intangible assets, net (iii)		2,210.0
Deferred income tax benefits		4.7
Other non-current assets		17.3
Operating lease assets		40.3
Liabilities:
Accounts payable		174.6
Accrued compensation and benefits		68.6
Other accrued expenses		81.4
Current operating lease liabilities		12.7
Long-term debt		6.9
Deferred income taxes		534.0
Pension and other post retirement benefits		26.0
Other noncurrent liabilities		7.9
Noncurrent operating leases liabilities		29.3
Estimated preliminary Merger Consideration allocation	$	5,198.6

(i) The unaudited pro forma condensed combined balance sheet has been adjusted to record Altra’s inventories at a preliminary fair value of approximately $372.0 million, an increase of $48.4 million from the carrying value.

The unaudited pro forma condensed combined statement of income for the year ended January 1, 2022, has been adjusted to recognize additional cost of sales related to the increased basis. The additional costs are not anticipated to affect the condensed combined statements of income beyond twelve months after the acquisition date.

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(ii) The unaudited pro forma condensed combined balance sheet has been adjusted to record Altra’s net property, plant and equipment at a preliminary fair value of approximately $330.0 million, an increase of $66.2 million from the carrying value. The unaudited pro forma condensed combined statements of income have been adjusted to recognize additional depreciation expense related to the increased basis under cost of sales. The additional depreciation expense is computed with the assumption that the various categories of assets will be depreciated over a useful life of 10-14 years on a straight-line basis.

(iii) Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following:

(in millions)	Preliminary Fair Value		Estimated Useful Life
Preliminary fair value of intangible assets acquired:
Trademarks	$	310.0		10.0
Customer relationships		1,800.0		14.0
Technology		100.0		13.5
Intangible assets acquired	$	2,210.0

Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Refer to the items below for a reconciliation of the pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet:

(a) Reflects adjustment to cash and cash equivalents:

(in millions)	Amount
Pro forma transaction accounting adjustments - Merger:
Regal Rexnord transaction expenses (i)	$	(70.4	)
Altra transaction expenses (i)		(64.0	)
Change in control and retention expenses (ii)		(22.1	)
Cash paid for Altra vested options (iii)		(10.2	)
Payment of existing Altra debt (iv)		(1,068.0	)
Cash paid for outstanding Altra Common Stock		(4,039.3	)
Net pro forma transaction accounting adjustments – Merger to cash and cash equivalents	$	(5,274.0	)
Pro forma transaction accounting adjustments - Debt Financing:
Cash from new debt financing, net of debt issuance costs	$	4,954.9
Cash paid for Bridge Facility and other financing fees		(34.6	)
Net pro forma transaction accounting adjustment – Debt Financing to cash and cash equivalents	$	4,920.3

(i) These costs consist of legal advisory, financial advisory, accounting and consulting costs.

(ii) The estimated cash paid by Regal Rexnord for new compensation arrangements executed in connection with the Merger consisting of $19.7 million of retention bonuses of which $11.1 million is payable upon closing of the Merger while the remaining balance is payable upon completion of six months of service from each employee; and settlement of $11.0 million of change in control payments consisting of severance, health insurance, and performance bonuses.

(iii) The estimated cash paid by Regal Rexnord for each vested Altra stock option outstanding immediately prior to the Effective Time which were canceled and converted into a cash payment equal to the intrinsic value of such option pursuant to the terms of the Merger Agreement.

(iv) The estimated cash paid by Regal Rexnord to settle the Altra Term Loan Facility, the Altra Revolving Credit Facility, and the 2026 Altra Notes of $392.5 million, $275.0 million, and $383.7 million, respectively, including $11.8 million of accrued interest. In certain instances, a portion of the 2026 Altra Notes may remain outstanding after the closing of the Merger.

(b) Reflects the preliminary purchase accounting adjustment for inventories based on the acquisition method of accounting. After the closing of the Merger, the step up in inventories to fair value will increase cost of sales as the inventories are sold, which for purposes of these pro forma financial statements is assumed to occur within the first year after the Merger.

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(in millions)	Amount
Pro forma transaction accounting adjustments - Merger:
Elimination of Altra’s inventories - carrying value	$	(323.6	)
Preliminary fair value of acquired inventories		372.0
Net pro forma transaction accounting adjustments - Merger to inventories	$	48.4

(c) Reflects the preliminary purchase accounting adjustment for net property, plant and equipment based on the acquisition method of accounting.

(in millions)	Amount
Pro forma transaction accounting adjustment - Merger:
Elimination of Altra's historical net book value of property, plant & equipment	$	(263.8	)
Preliminary fair value of acquired property, plant & equipment		330.0
Net pro forma transaction accounting adjustments – Merger to property, plant & equipment	$	66.2

(d) Preliminary goodwill adjustment of $1,154.9 million, which represents the elimination of historical goodwill and excess of the estimated Merger Consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed.

(in millions)	Amount
Pro forma transaction accounting adjustments - Merger:
Elimination of Altra’s historical goodwill	$	(1,491.3	)
Goodwill per purchase price allocation (Note 3)		2,646.2
Net pro forma transaction accounting adjustments - Merger to goodwill	$	1,154.9

(e) Reflects the preliminary purchase accounting adjustment for estimated intangibles based on the acquisition method of accounting. Refer to Note 3 above for additional information on the acquired intangible assets expected to be recognized.

(in millions)	Amount
Pro forma transaction accounting adjustments- Merger:
Elimination of Altra’s historical net book value of intangible assets	$	(963.2	)
Preliminary fair value of acquired intangibles		2,210.0
Net pro forma transaction accounting adjustments - Merger to intangible assets, net	$	1,246.8

(f) Reflects an adjustment for the estimated tax impacts of the pro forma adjustments of $290.0 million, $3.6 million and $2.2 million to Deferred Income Taxes, Deferred Income Tax Benefits and Prepaid Expenses and Other Current Assets, respectively, utilizing a statutory income tax rate in effect of 21.3%. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the Merger. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

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(g) Reflects the issuance of the Notes and the increased commitments under the Term A-1 Facility, net of unamortized debt issuance costs, to fund a portion of the Merger Consideration. Regal Rexnord anticipates drawing down on debt from the commitment parties for $5,000 million. The adjustment to current and long-term debt is comprised of the following items:

(in millions)	Current portion of long-term debt			Long-term debt			Total
Pro forma transaction accounting adjustments - Merger:
Settlement of Altra's term loan, revolver loan, and notes	$	(18.0	)	$	(1,031.3	)	$	(1,049.3	)
Net pro forma transaction accounting adjustments - Merger to debt	$	(18.0	)	$	(1,031.3	)	$	(1,049.3	)
Pro forma transaction accounting adjustments – Debt Financing:
Gross proceeds from new debt financing:
Notes				$	4,160.0		$	4,160.0
Incremental Term A-1 Facility					840.0			840.0
Debt issuance costs related to debt financing					(47.1	)		(47.1	)
Net proceeds from new debt financing					4,952.9			4,952.9
Net pro forma transaction accounting adjustments - Debt Financing to debt				$	4,952.9		$	4,952.9
Pro forma transaction accounting adjustments - Merger:
Other accrued expenses (i)							$	(11.8	)

(i) Represents elimination of accrued interest in Other Accrued Expenses related to existing Altra debt that will be paid off in connection with the Merger.

(h) Reflects the elimination of Altra’s historical additional paid-in capital of $1,724.4 million partially offset by the recognition of compensation-related impacts of the Merger of approximately $30.7 million ($17.1 million of estimated converted Altra awards attributable to pre-combination service and $13.6 million of compensation for accelerated vesting).

(i) Reflects the elimination of Altra’s retained earnings, the payment of transaction costs, and the incremental expense for compensation arrangements.

(in millions)	Amount
Pro forma transaction accounting adjustments - Merger:
Elimination of Altra's retained earnings	$	(365.3	)
Regal Rexnord's transaction accounting expenses (i)		(70.4	)
Stock-based compensation expense (iii)		(13.6	)
Change in control and retention expenses (ii)		(22.1	)
Net pro forma transaction accounting adjustments- Merger to retained earnings	$	(471.4	)
Pro forma transaction accounting adjustments – Debt Financing:
Bridge Facility and Backstop Facility fees	$	(32.6	)
Net pro forma transaction accounting adjustments – Debt Financing to retained earnings	$	(32.6	)

(i) These costs consist of financial advisory, legal advisory, accounting and consulting costs.

(ii) The estimated expense for new compensation arrangements executed in connection with the Merger consisting of $19.7 million of retention bonuses of which $11.1 million is payable upon closing of the Merger while the remaining balance is payable upon completion of six months of service from each employee; and settlement of $11.0 million of change in control payments consisting of severance, health insurance, and performance bonuses.

(iii) Represents the accelerated vesting for certain employees who participate in a change in control plan and are expected to be terminated in conjunction with the Merger. At this time, Regal Rexnord has not made final conclusions with respect to labor matters of the combined company. Accordingly, the estimate of any related costs may change materially.

(j) Reflects the elimination of Altra’s historical accumulated other comprehensive income.

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Note 5 – Pro Forma Adjustments to the Unaudited Condensed Combined Statements of Income

(A) Adjustments included in the Altra Transaction Accounting Adjustments – Merger column and Transaction Accounting Adjustments – Debt Financing column in the accompanying unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2022 and year ended January 1, 2022 are as follows:

(a) Reflects the adjustments to Cost of Sales, including the preliminary estimated fair value of inventories recognized through cost of sales during the first year after the Merger and the incremental depreciation expense from the fair value adjustment to property, plant and equipment.

(in millions)	For the Nine Months Ended September 30, 2022			For the Year Ended January 1, 2022
Pro forma transaction accounting adjustments - Merger:
Inventory step-up flowing through cost of sales (i)	$	-		$	48.4
Property, plant and equipment depreciation step-up		3.4			4.6
Removal of inventory step up for Rexnord PMC business (i)		(4.3	)		-
Net pro forma transaction accounting adjustments - Merger to cost of sales	$	(0.9	)	$	53.0

(i) Includes the removal of the fair value step up on inventory related to the Rexnord PMC business that turned in the nine months ended September 30, 2022 and the runoff of inventory step-up related to Altra inventory. These costs are non-recurring in nature and not anticipated to affect the condensed combined statements of income beyond twelve months after the acquisition date.

(b) Reflects the adjustments to operating expenses, including the incremental depreciation and amortization of the estimated fair value of intangibles and property, plant and equipment, the preliminary incremental stock-based compensation expense for Regal Rexnord for the acceleration of equity awards, the estimated transaction costs expensed and other non-recurring compensation-related expenses.

(in millions)	For the Nine Months Ended September 30, 2022		For the Year Ended January 1, 2022
Pro forma transaction accounting adjustments - Merger:
Incremental change in amortization of intangible assets (i)	$	83.8	$	96.6
Incremental stock-based compensation expense (ii)		-		13.6
Expected transaction expenses (iii)		-		70.4
Property, plant and equipment depreciation step-up		0.9		1.2
Change in control and retention expenses (iii)		-		30.8
Net pro forma transaction accounting adjustments - Merger to operating expenses	$	84.7	$	212.6

(i) A 10.0% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $12.5 million for the nine months ended September 30, 2022 and $16.7 million for the year ended January 1, 2022. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Merger may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

(ii) Represents incremental stock-based compensation expense attributable to the post-combination period for the acceleration of stock-based compensation awards in connection with the Merger.

(iii) Represents additional costs to be incurred by Regal Rexnord subsequent to September 30, 2022. These costs will not affect Regal Rexnord’s condensed combined statements of income beyond twelve months after the acquisition date.

16 

(c) Reflects the removal of historical Altra interest expense for debt settled in connection with the Merger and the expense related to the financing and amortization of debt issuance costs related to the Merger:

(in millions)	For the Nine Months Ended September 30, 2022			For the Year Ended January 1, 2022
Pro forma transaction accounting adjustments- Merger:
Remove historical Altra interest expense (i)	$	(36.8	)	$	(94.5	)
Net pro forma transaction accounting adjustments – Merger to interest expense	$	(36.8	)	$	(94.5	)
Pro forma transaction accounting adjustments – Debt Financing:
New interest expense on transaction financing:
Notes and Incremental Term A-1 Facility (ii)	$	238.0		$	317.0
Bridge Facility and other financing fees (iii)		-			32.8
Net pro forma transaction accounting adjustments - Debt Financing to interest expense	$	238.0		$	349.8

(i) This pro forma transaction accounting adjustment reflects the removal of historical interest expense associated with Altra’s existing indebtedness, which will be extinguished upon consummation of the Merger.

(ii) The new interest expense on transaction financing adjustments included in the unaudited pro forma condensed combined statements of income reflects the interest expense and amortization of debt issuance costs associated with new debt to be incurred in connection with the Transactions. Interest was recognized using a blended interest rate of 6.2% for the Notes and the Incremental Term A-1 Facility.

(iii) Assumes the Bridge Facility will not be drawn upon as the Notes and other financing are assumed to serve as permanent financing. The costs incurred to secure the Bridge Facility and Backstop Facility are charged to interest expense. These costs are non-recurring in nature and will not affect the condensed combined statements of income beyond twelve months after the acquisition date.

A sensitivity analysis on interest expense for the nine months ended September 30, 2022 and the year ended January 1, 2022 has been performed to assess the effect of a 12.5 basis point change of the hypothetical interest on the Notes. The following table shows the change in the interest expense for the Notes described above:

(in millions)	For the Nine Months Ended September 30, 2022			For the Year Ended January 1, 2022
Change in interest expense assuming:
Increase of 0.125%	$	3.9		$	5.1
Decrease of 0.125%	$	(3.9	)	$	(5.1	)

(d) To record the income tax impact of the pro forma adjustments utilizing a statutory income tax rate in effect of 21.3% for the nine months ended September 30, 2022 and for the year ended January 1, 2022. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the Merger. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities. Based on a preliminary analysis performed, approximately $27.9 million of the total $70.4 million of transaction costs reflected in the unaudited pro forma condensed combined statements of income for the year ended January 1, 2022 were deemed to be deductible for income tax purposes.

17 

(e) The pro forma diluted weighted average shares outstanding are a combination of historic weighted average shares of Company Common Stock and issuances of shares in connection with the Merger. In connection with the Merger, Regal Rexnord agreed to convert certain equity awards held by Altra employees into Regal Rexnord equity awards. The pro forma diluted weighted average shares outstanding are as follows:

(in millions)	For the Nine Months Ended September 30, 2022
Pro forma weighted average shares – assuming dilution
Historical Regal Rexnord weighted average shares outstanding – assuming dilution		67.2
Plus: Additional shares due to conversion of awards – assuming dilution		0.2
Pro forma weighted average shares – assuming dilution		67.4

(B) Adjustments included in the Rexnord Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined statements of income for the year ended January 1, 2022 are as follows:

(a) Reflects an increase to Cost of Sales for the year ended January 1, 2022 related to the step-up of inventory of approximately $4.3 million. These costs are non-recurring in nature and did not impact the unaudited pro forma condensed combined statements of income beyond twelve months after the acquisition date. The adjustment in Note 5(A) removes the additional expense recognized in the nine months ended September 30, 2022 related to the inventory step-up, as the merger with the Rexnord PMC business is assumed to have occurred on the first day of Regal Rexnord’s year ended January 1, 2022.

(b) Reflects the adjustments to Operating Expenses and Cost of Sales to record incremental depreciation and amortization expense for the year ended January 1, 2022 based on the purchase price allocation for the Rexnord PMC business. This results from the incremental depreciation expense relating to the estimated step-up in fair value of the Rexnord PMC business’ Net Property, Plant and Equipment and incremental amortization expense relating to the fair values of the Intangible assets recognized in connection with the merger with the Rexnord PMC business.

(in millions)	For the Year Ended January 1, 2022
Incremental depreciation expense on acquired Property, Plant and Equipment	$	5.5
Net adjustment reflected in Cost of Sales		4.4
Net adjustment reflected in Operating Expenses		1.1

(in millions)	For the Year Ended January 1, 2022
Incremental amortization expense on acquired intangible assets	$	82.7
Net adjustment to Operating Expenses related to amortization	$	82.7

(in millions)	For the Year Ended January 1, 2022
Net adjustment to depreciation expense reflected in Operating Expenses	$	1.1
Net adjustment to amortization expense reflected in Operating Expenses		82.7
Net adjustment to Operating Expenses related to depreciation and amortization		83.8

(c) To record the income tax impact of the pro forma adjustments utilizing a statutory income tax rate in effect of 21.3% for the year ended January 1, 2022. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the Merger. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

(d) Represents an adjustment to reflect incremental Interest Expense of $30.3 million in relation to the Land term loan facility, which was assumed in connection with the merger with the Rexnord PMC business and subsequently refinanced pursuant to the Second Amended and Restated Credit Agreement, for the nine months ended September 30, 2021 and incremental Interest Expense in relation to financing incurred to fund the special dividend payment to Regal Rexnord shareholders in connection with the merger with the Rexnord PMC business. An interest rate of 5.2% was used for the financing of Regal Rexnord debt.

(e) The pro forma basic and diluted weighted average shares outstanding are a combination of historic weighted average shares of Company Common Stock and issuances of shares in connection with the Rexnord Transaction. The pro forma basic and diluted weighted average shares outstanding are as follows:

(in millions)	For the Year Ended January 1, 2022
Pro forma weighted average shares - basic and diluted
Historical Regal Rexnord weighted average shares outstanding		47.3
Less: Impact of weighting of Rexnord PMC business share issuance in Q4 of 2021		(6.8	)
Plus: Total shares issued due to merger with the Rexnord PMC business		27.1
Pro forma weighted average shares - basic and diluted		67.6

18 

EX-99.2

Exhibit 99.2

Summary unaudited pro forma condensed combined financial information

On October 26, 2022, Regal Rexnord Corporation, a Wisconsin corporation (“Regal Rexnord,” the “Company” or “we”), entered into a definitive merger agreement (the “Merger Agreement”) with Altra Industrial Motion Corp., a Delaware corporation (“Altra”), and Aspen Sub, Inc., a wholly-owned subsidiary of the Company (“Aspen Sub”), pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Aspen Sub will merge with and into Altra, with Altra surviving the transaction as a wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger, each of the issued and outstanding shares of Altra's common stock, par value $0.001 per share (“Altra Common Stock”) (other than (i) any shares held by either the Company, Altra or Aspen Sub, (ii) shares owned by any direct or indirect wholly-owned subsidiary of Altra or the Company, (iii) shares for which appraisal rights have been properly and demanded according to Section 262 of the Delaware General Corporation Law and (iv) restricted shares of Altra Common Stock granted under Altra's 2014 Omnibus Incentive Plan and subject to forfeiture conditions), will be converted into the right to receive $62.00 in cash, without interest (the “Merger Consideration”).

The following tables present unaudited pro forma condensed combined financial information to account for the Transactions (as defined below) and, as applicable, the Company’s merger with the Rexnord Process & Motion Control business (the “Rexnord PMC business”). The summary unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2022 and the year ended January 1, 2022 give effect to the Merger, the Debt Financing and the merger with the Rexnord PMC business as if they had occurred on January 3, 2021, the first day of Regal Rexnord’s year ended January 1, 2022, and combine the historical results of Regal Rexnord, the Rexnord PMC business and Altra. The summary unaudited pro forma condensed combined statement of income for the year ended January 1, 2022 combines the audited consolidated statement of income of Regal Rexnord for the year ended January 1, 2022, the unaudited condensed combined statement of operations of the Rexnord PMC business for the nine months ended September 30, 2021 and the audited consolidated statement of operations of Altra for the year ended December 31, 2021. The summary unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2022 combines the unaudited consolidated statement of income of Regal Rexnord for the nine months ended September 30, 2022 with the unaudited consolidated statement of operations of Altra for the nine months ended September 30, 2022. The unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Merger and the Debt Financing as if those transactions had been completed on September 30, 2022 and combines the unaudited condensed consolidated balance sheet of Regal Rexnord as of September 30, 2022 with Altra’s unaudited condensed consolidated balance sheet as of September 30, 2022. The summary unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result from the Merger or any acquisition and integration costs that may be incurred.

For more information, see the unaudited pro forma condensed combined financial information attached as Exhibit 99.1 to the Company’s Form 8-K, filed on January 5, 2023 and presented in accordance with GAAP (the “unaudited pro forma condensed combined financial information”). The summary unaudited pro forma condensed combined financial information is for illustrative purposes only and is based on various adjustments and assumptions, and is not necessarily an indication of the financial condition or the results of operations of the combined company that would have been achieved had the Merger, the Debt Financing (as defined below) or, as applicable, the merger with the Rexnord PMC business, been completed as of the date indicated or that may be achieved in the future.

This information is only a summary and should be read in conjunction with the unaudited pro forma condensed combined financial information and the historical financial statements and related notes thereto for both Regal Rexnord and Altra.

References to the “Transactions” herein are to (i) the issuance of certain senior unsecured notes (the “Notes”) in a private placement and the upsize of our term loan credit facility (the “Term Loan Credit Facility”) and revolving credit facility under our Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein (as amended from time to time, the “Second Amended and Restated Credit Agreement”), and the related incurrence of such loans thereunder (together with the issuance of the Notes, the “Debt Financing”), (ii) the use of proceeds from the Debt Financing as specified herein, (iii) the consummation of the Merger, (iv) the amendment to the note purchase agreement with respect to the Company’s 3.90% Senior Notes due 2032, dated December 21, 2022, and (v) the payment of certain fees and expenses related to the foregoing.

Regal Rexnord intends to use the net proceeds from the offering of the Notes, together with borrowings under its Term Loan Credit Facility and cash on hand, to fund the Merger Consideration, repay certain of Altra’s outstanding indebtedness and pay certain fees and expenses related to the Transactions.

	Nine months ended			Year ended
(in millions)	September 30, 2022			January 1, 2022
Statements of income data:
Net Sales	$	5,449.3		$	6,683.1
Cost of Sales		3,667.3			4,613.7
Gross Profit (Loss)		1,782.0			2,069.4
Operating Expenses		1,126.0			1,665.9
Goodwill Impairments		–			93.0
Asset Impairments		11.3			88.0
Total Operating Expenses		1,137.3			1,846.9
Income (Loss) from Operations		644.7			222.5
Other Income, Net		(6.8	)		(11.0	)
Interest Expense		281.8			444.2
Interest Income		(3.2	)		(7.4	)
Income (Loss) before Income Taxes		372.9			(203.3	)
Provision (Benefit) for Income Taxes		100.3			(43.2	)
Net Income (Loss)		272.6			(160.1	)
Less: Net Income Attributable to Noncontrolling Interests		4.8			6.4
Net Income (Loss) Attributable to Common Shareholders	$	267.8		$	(166.5	)

	As of
(in millions)	September 30, 2022
Balance sheet data:
Cash and Cash equivalents	$	568.1
Total Assets		16,035.3
Long-Term Debt		7,125.0
Total Debt		7,155.7
Total Liabilities		9,971.4
Total Equity		6,063.9

	Twelve months ended		Nine months ended		Year ended
(in millions)	September 30, 2022(1)		September 30, 2022		January 1, 2022
Other financial data:
Pro Forma Adjusted EBITDA(2)	$	1,448.1	$	1,132.8	$	1,290.4
Pro Forma Net Debt (as of period end)(3)	$	6,587.6
Pro Forma Cash Interest Expense(4)	$	365.0	$	274.1	$	434.5
Ratio of Pro Forma Net Debt to Pro Forma Adjusted EBITDA(2)(3)(5)		4.5x
Ratio of Pro Forma Adjusted EBITDA to Pro Forma Cash Interest Expense(2)(4)(6)		4.0x		4.1x		3.0x

(1) The unaudited pro forma condensed combined financial information for the twelve months ended September 30, 2022 was prepared on a substantially similar basis to the information for the other periods presented and was derived from certain unaudited financial information of Regal Rexnord which has been calculated by adding the relevant financial information of Regal Rexnord for the quarterly period ended January 1, 2022 to the relevant financial information of Regal Rexnord for the nine months ended September 30, 2022. As of January 2, 2022, Regal Rexnord changed the methodology for valuing certain inventories to the first-in, first-out (“FIFO”) cost method from the last-in, first-out (“LIFO”) cost method (the “LIFO to FIFO Change”). The LIFO to FIFO Change has been reflected for the quarter ended January 1, 2022 for purposes of calculating the financial information presented for the twelve months ended September 30, 2022.

(2) Pro Forma Adjusted EBITDA is a non-GAAP financial measure. Pro forma net income and pro forma income from operations reconcile to Pro Forma Adjusted EBITDA as set forth below. For more information, see “Non-GAAP financial measures.” Pro Forma Adjusted EBITDA does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result from the Merger or any acquisition and integration costs that may be incurred.

2

	Twelve months ended			Nine months ended			Year ended
(in millions)	September 30, 2022(1)			September 30, 2022			January 1, 2022
Net Income (Loss)	$	210.5		$	272.6		$	(160.1	)
Interest Expense		375.2			281.8			444.2
Interest Income		(5.1	)		(3.2	)		(7.4	)
Taxes		(1.9	)		100.3			(43.2	)
Other Income, Net(a)		(10.2	)		(6.8	)		(11.0	)
Income from Operations		568.5			644.7			222.5
Restructuring and Related Costs(b)		58.9			46.4			27.1
Transaction and Related Costs(c)		57.0			5.0			191.9
Impairments and Exit Related Costs(d)		154.2			11.3			148.0
Goodwill Impairment(e)		33.0			0			33.0
Inventory Step Up Adjustment(f)		4.0			3.6			77.0
Gain on Sale of Assets(g)		(3.3	)		(3.6	)		(12.9	)
Depreciation		172.1			124.9			191.2
Amortization		351.0			264.6			337.0
Share-Based Compensation Expense		42.5			29.1			64.6
Other Income, Net(a)		10.2			6.8			11.0
Pro Forma Adjusted EBITDA	$	1,448.1		$	1,132.8		$	1,290.4

^(a)  Primarily relates to non-service cost components associated with the Company’s pension and other post-retirement benefit plans.

^(b)  Relates to costs associated with actions taken for employee reductions, facility consolidations and site closures, product line exits and other asset charges.

^(c)  Primarily relates to legal and professional service costs associated with the merger with the Rexnord PMC business and the acquisition of Arrowhead Systems, LLC (the “Arrowhead business” and together with the Rexnord PMC business, the “Rexnord PMC and Arrowhead businesses”).

^(d)  Relates to asset impairments associated with the transfer of certain assets to held for sale.

^(e)  Relates to a goodwill impairment charge for the global industrial motors reporting unit.

^(f)  Relates to the amortization of fair value adjustments to inventory acquired with the Rexnord PMC and Arrowhead businesses.

^(g)  Primarily relates to gain(losses) associated with the fixed asset sales.

(3) Pro Forma Net Debt is a non-GAAP financial measure. Pro forma current maturities of long-term debt reconciles to Pro Forma Net Debt as set forth below. For more information, see “Non-GAAP financial measures.”

(in millions)	As of September 30, 2022
Current Maturities of Long-Term Debt	$	30.7
Long-Term Debt(a)		7,125.0
Total Gross Debt(a)		7,155.7
Cash		568.1
Pro Forma Net Debt(a)	$	6,587.6

^(a) Pro forma long-term debt, total gross debt and net debt reflect impact of $55.6 million in unamortized debt issuance costs, comprised of debt issuance costs relating to existing debt and estimated debt issuance costs relating to the debt to be incurred in connection with the Transactions, including the issuance of the Notes.

(4) Pro Forma Cash Interest Expense is a non-GAAP financial measure. Pro Forma Cash Interest Expense is defined as pro forma interest expense excluding amortization of financing fees and other non-cash interest expense of $10.2 million, $7.7 million, and $9.7 million for the twelve months ended September 30, 2022, the nine months ended September 30, 2022, and the year ended January 1, 2022, respectively. For more information, see “Non-GAAP financial measures.”

(5) Calculated as the ratio of Pro Forma Net Debt as of September 30, 2022 to Pro Forma Adjusted EBITDA for the twelve months ended September 30, 2022. The ratio of Pro Forma Net Debt to Pro Forma Adjusted EBITDA does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result from the Merger or any acquisition and integration costs that may be incurred.

(6) Calculated as the ratio of Pro Forma Adjusted EBITDA to Pro Forma Cash Interest Expense, in each case, for the twelve month period ended September 30, 2022. The ratio of Pro Forma Adjusted EBITDA to Pro Forma Cash Interest Expense does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result from the Merger or any acquisition and integration costs that may be incurred.

3

Non-GAAP financial measures

Certain financial information of the combined company following the Merger (the “combined company”) was determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”), including Pro Forma Adjusted EBITDA, Pro Forma Net Debt and Pro Forma Cash Interest Expense, which are Adjusted EBITDA, Net Debt and Cash Interest Expense, further adjusted as described in “Summary unaudited pro forma condensed combined financial information.” “Pro Forma Adjusted EBITDA” is defined as: pro forma net income (loss) adjusted for (i) interest expense, (ii) interest income, (iii) taxes, (iv) restructuring and related costs, (v) transaction and related costs, (vi) impairments and exit related costs, (vii) goodwill impairment, (viii) inventory step up adjustment, (ix) gain on sale of assets, (x) depreciation, (xi) amortization, and (xii) share-based compensation expense. “Pro Forma Net Debt” is defined as: pro forma current maturities of long-term debt adjusted for (i) long-term debt and (ii) cash. “Pro Forma Cash Interest Expense” is defined as: pro forma interest expense excluding amortization of financing fees and other non-cash interest expense.

Our management believes that these non-GAAP measures are useful measures for providing investors with additional information regarding the combined company when used in conjunction with the unaudited pro forma condensed combined financial information and the reconciliations to corresponding GAAP financial measures. These non-GAAP financial measures, and certain ratios related thereto, are presented to show trends that investors may find useful in evaluating the combined company’s business and understanding its ability to service its debt. This information should be considered in addition to, and not as substitute for, information prepared in accordance with GAAP and has important limitations as an analytical tool because it may exclude items that are significant in understanding and analyzing the combined company’s financial results.

These non-GAAP financial measures contain a variety of adjustments and assumptions and do not represent the actual financial position or results of the combined company. We strongly encourage investors to review the unaudited pro forma condensed combined financial information in its entirety and caution investors that, because non-GAAP financial measures are not standardized, it may not be possible to compare such measures to the non-GAAP financial measures presented by other companies, even if they have the same or similar names.

For a more detailed discussion and for reconciliations of these non-GAAP financial measures to their most closely comparable financial measures calculated in accordance with GAAP, see “Summary unaudited pro forma condensed combined financial information.”

4

EX-99.3

Exhibit 99.3

FOR RELEASE ON: January 5, 2022

CONTACT:	Robert Barry, VP - Investor Relations
	608-361-7530
	robert.barry@regalrexnord.com

Regal Rexnord Corporation Announces Senior Notes Offering

BELOIT, WI—January 5, 2023— Regal Rexnord Corporation (NYSE: RRX) (the “Company”) today announced that it intends to offer senior unsecured notes (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and persons outside the United States in accordance with Regulation S under the Securities Act (the “Notes Offering”).

As previously announced, on October 26, 2022, the Company entered into a definitive merger agreement to acquire all of the issued and outstanding shares of common stock of Altra Industrial Motion Corp., a Delaware corporation (“Altra”) (the “Merger”). The Company intends to use the net proceeds from the Notes Offering, together with term loan borrowings under its senior credit facilities and cash on hand, to fund the Merger, repay certain of Altra’s outstanding indebtedness and pay related fees and expenses. The closing of the Notes Offering is not conditioned on the closing of the Merger, which, if completed, will occur at or subsequent to the closing of the Notes Offering.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor will there be any sale of the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Notes and the related note guarantees have not been registered under the Securities Act or any state or other jurisdiction’s securities laws and may not be offered or sold in the United States to, or for the benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction.

About Regal Rexnord

The Company is a global leader in the engineering and manufacturing of industrial powertrain solutions, power transmission components, electric motors and electronic controls, air moving products and specialty electrical components and systems, serving customers around the world. Through longstanding technology leadership and an intentional focus on producing more energy-efficient products and systems, the Company helps create a better tomorrow – for its customers and for the planet.

The Company is comprised of four segments: Motion Control Solutions, Climate Solutions, Commercial Systems and Industrial Systems. The Company is headquartered in Beloit, Wisconsin and has manufacturing, sales and service facilities worldwide.

Cautionary Statement Regarding Forward-Looking Statements

Statements made in this press release concerning the Company, the Company’s or management’s intentions, expectations, outlook or predictions about future results or events are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current intentions or beliefs and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which variations could be material and adverse. Factors that could produce such a variation include, but are not limited to, the following: dependence on key suppliers and the potential effects of supply disruptions; fluctuations in commodity prices and raw material costs; any unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects; the possibility that the conditions to the consummation of the Merger will not be satisfied on the terms or timeline expected, or at all; the failure to obtain, or delays in obtaining, or adverse conditions related to obtaining stockholder or regulatory approvals sought in connection with the Merger; the failure to achieve the debt financing necessary for the Merger on the desired terms, or at all; the Company’s substantial indebtedness as a result of the Merger and the related incurrence of indebtedness to finance the Merger and pay certain related fees and expenses and the effects of such indebtedness on the combined company’s financial flexibility; the Company’s ability to achieve its objectives on reducing its indebtedness on the desired timeline; the possibility that the pendency of the Merger could materially and adversely affect the Company’s and Altra’s businesses, financial condition, results of operations or cash flows; the possibility that the Company may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the Merger, the merger with the Rexnord Process & Motion Control business (the “Rexnord PMC business”) and the acquisition of Arrowhead Systems, LLC (“Arrowhead”) within the expected time-frames or at all and to successfully integrate Altra, the Rexnord PMC business and Arrowhead; the Company’s ability to identify and execute on future M&A opportunities, including significant M&A transactions; the impact of any such M&A transactions on the Company’s results, operations and financial condition, including the impact from costs to execute and finance any such transactions; expected or targeted future financial and operating performance and results; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) being greater than expected following the Merger, the merger with the Rexnord PMC business and the acquisition of Arrowhead; the Company’s ability to retain key executives and employees; the continued financial and operational impacts of and uncertainties relating to the COVID-19 pandemic on customers and suppliers and the geographies in which they operate; uncertainties regarding the ability to execute restructuring plans within expected costs and timing; actions taken by competitors and their ability to effectively compete in the increasingly competitive global electric motor, drives and controls, power generation and power transmission industries; the ability to develop new products based on technological innovation, such as the Internet of Things, and marketplace acceptance of new and existing products, including products related to technology not yet adopted or utilized in geographic locations in which the Company does business; dependence on significant customers; seasonal impact on sales of products into HVAC systems and other residential applications; risks associated with global manufacturing, including risks associated with public health crises and political, societal or economic instability, including instability caused by the conflict between Russia and Ukraine; issues and costs arising from the integration of acquired companies and businesses and the timing and impact of purchase accounting adjustments; the Company’s overall debt levels and its ability to repay principal and interest on its outstanding debt; prolonged declines in one or more markets, such as heating, ventilation, air conditioning, refrigeration, power generation, oil and gas, unit material handling, water heating and aerospace; economic changes in global markets, such as reduced demand for products, currency exchange rates, inflation rates, interest rates, recession, government policies, including policy changes affecting taxation, trade, tariffs, immigration, customs, border actions and the like, and other external factors that the Company cannot control; product liability, asbestos and other litigation, or claims by end users, government agencies or others that products or customers’ applications failed to perform as anticipated, particularly in high volume applications or where such failures are alleged to be the cause of property or casualty claims; unanticipated liabilities of acquired businesses; unanticipated adverse effects or liabilities from business exits or divestitures; unanticipated costs or expenses that may be incurred related to product warranty issues; infringement of intellectual property by third parties, challenges to intellectual property, and claims of infringement on third party technologies; effects on earnings of any significant impairment of goodwill; losses from failures, breaches, attacks or disclosures involving information technology infrastructure and data; cyclical downturns affecting the global market for capital goods; and other risks and uncertainties including, but not limited, to those described in the section entitled “Risk Factors” in the Company’s and Altra’s Annual Reports on Form 10-K on file with the SEC and from time to time in other filed reports including the Company’s and Altra’s Quarterly Reports on Form 10-Q. The Company’s forward-looking statements speak only as of the time made, and management assumes no obligation to publicly update any such statements, except as required by law. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.

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Cover	Jan. 05, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 05, 2023
Entity File Number	1-7283
Entity Registrant Name	Regal Rexnord Corporation
Entity Central Index Key	0000082811
Entity Tax Identification Number	39-0875718
Entity Incorporation, State or Country Code	WI
Entity Address, Address Line One	200 State Street
Entity Address, City or Town	Beloit
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53511-6254
City Area Code	608
Local Phone Number	364-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	RRX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false