UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Title of each class | Trading symbol | Name of each exchange on which registered |
| Item 8.01. | Other Events. |
On February 10, 2023, Regal Rexnord Corporation, a Wisconsin corporation (the “Offeror”), issued a press release announcing that it has commenced a tender offer (the “Tender Offer”) to purchase for cash any and all of the outstanding 6.125% Senior Notes due 2026 (the “Notes”) of Stevens Holding Company, Inc., a wholly-owned subsidiary of Altra Industrial Motion Corp. (“Altra”), from the holders thereof (the “Holders”). In connection with the Tender Offer, the Offeror is soliciting the consents of the Holders (the “Consent Solicitation”) to certain proposed amendments to the indenture relating to the Notes, dated as of October 1, 2018 (as amended and supplemented through the date hereof, the “Indenture”). Concurrently with, but separate from, the Tender Offer and the Consent Solicitation, the Offeror has commenced an offer to purchase for cash any and all of the Notes at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest to, but excluding, the date of purchase (the “Change of Control Offer”), pursuant to the change of control provisions of the Indenture.
The Offeror is commencing the Tender Offer, the Consent Solicitation and the Change of Control Offer in connection with, and each is expressly conditioned upon, among other things, the consummation of the merger pursuant to the Merger Agreement, dated October 26, 2022, by and among the Offeror, Altra, and Aspen Sub, Inc., a wholly-owned subsidiary of the Offeror (the “Merger”).
A copy of the press release issued is attached hereto as Exhibit 99.1 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 exhibit is being filed herewith:
| Exhibit | ||
| Number | Description | |
| 99.1 | Press release issued by Regal Rexnord Corporation on February 10, 2023. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
Statements made in this press release concerning the Offeror, the Offeror’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: the possibility that the conditions to the consummation of the Merger or the proposed Tender Offer and Consent Solicitation and Change of Control Offer 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 regulatory approvals sought in connection with the Merger; the Offeror’s substantial indebtedness as a result of the Merger and the related incurrence of indebtedness to finance the Merger and the payment of certain related fees and expenses and the effects of such indebtedness on the combined company’s financial flexibility; the Offeror’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 Offeror’s and Altra’s businesses, financial condition, results of operations or cash flows; 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 Offeror 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 Offeror’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 Offeror’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 Offeror’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 Offeror 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; 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 Offeror 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 Offeror’s and Altra’s Annual Reports on Form 10-K on file with the Securities and Exchange Commission and from time to time in other filed reports including the Offeror’s and Altra’s Quarterly Reports on Form 10-Q. The Offeror’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 Offeror undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.
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: February 10, 2023 | By: | /s/ Thomas E. Valentyn | |
| Thomas E. Valentyn | |||
| Vice President, General Counsel and Secretary | |||