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Regal Rexnord Corporation Announces Tender and Consent 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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