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Regal Rexnord Corporation Announcement - Tender and Consent

Regal Rexnord Announces Completion of Consent Solicitation and Termination of Change of Control Offer


24 FEBRUARY 2023


Full announcement via SEC.


"BELOIT, WI—February 24, 2023— Regal Rexnord Corporation (NYSE: RRX) (the “Offeror”) announced today that, according to information provided by D.F. King & Co., Inc. (“D.F. King”), the Information, Tender and Tabulation Agent for the Offeror’s previously announced cash tender offer (the “Tender Offer”) and consent solicitation (together with the Tender Offer, the “Tender Offer and Consent Solicitation”), as of 5:00 p.m., New York City time, on February 24, 2023 (the “Early Tender Date”), the Offeror had received tenders and consents from holders (the “Holders”) of $361,122,000 in aggregate principal amount of the outstanding 6.125% Senior Notes due 2026 (the “Notes”) of Stevens Holding Company, Inc. (the “Issuer”), a wholly-owned subsidiary of Altra Industrial Motion Corp. (“Altra”), representing approximately 94.12% of the total outstanding principal amount of the Notes. Capitalized terms used but not defined herein have the meanings ascribed to them in the Offeror’s Offer to Purchase and Consent Solicitation Statement, dated February 10, 2023 (the “Statement”).



"As a result of receiving the requisite consents (the “Requisite Consents”) to approve certain proposed amendments (the “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”), the Issuer and the guarantors and the trustee under the Indenture executed a supplemental indenture relating to the Notes on February 24, 2023 (the “Supplemental Indenture”) to effect the Proposed Amendments. The Proposed Amendments amend the Indenture by eliminating substantially all restrictive covenants (including the requirement in Section 4.11 of the Indenture to make a “Change of Control Offer” for the Notes in connection with the merger (the “Merger”) pursuant to the Agreement and Plan of Merger, dated October 26, 2022, by and among the Offeror, Altra, and Aspen Sub, Inc., a wholly owned subsidiary of the Offeror), certain events of default and certain other provisions in the Indenture. The Supplemental Indenture provides that the Proposed Amendments will not become operative unless and until the Issuer notifies the trustee under the Indenture that the Notes representing the Requisite Consents that were validly tendered (and not validly withdrawn) are accepted for purchase by the Offeror pursuant to the Statement."


Consummation of the Tender Offer and payment for the Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction of certain conditions, including, but not limited to, the consummation of the Merger. The Offeror reserves the right, at its sole discretion, to waive any and all conditions to the Tender Offer. The Offeror intends to extend the Expiration Date, without extending the February 24, 2023 Withdrawal Deadline (unless required by law), to have the Settlement Date coincide with the completion of the Merger. Concurrently with, but separate from the Tender Offer and Consent Solicitation, the Offeror commenced an offer to purchase for cash any and all of the Notes at a purchase price equal to 101.0% of the aggregate principal amount of the Notes repurchased (the “Change of Control Offer”), plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. Because the Requisite Consents have been received and the Supplemental Indenture has been executed, the Offeror is terminating the Change of Control Offer.


 

Regal Rexnord Corporation Announces Commencement of Tender Offer and Consent Solicitation and Change of Control Offer for Stevens Holding Company, Inc.’s Senior Notes


10 FEBRUARY 2023


Full announcement via SEC.


BELOIT, WI—February 10, 2023— Regal Rexnord Corporation (NYSE: RRX) (the “Offeror”) today announced that it has commenced a cash 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. (the “Issuer”), 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 (the “Change of Control Purchase Price”) 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, 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”).

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