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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):
March 22, 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 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 |
As previously disclosed, on
October 26, 2022, Regal Rexnord Corporation, a Wisconsin corporation (the “Company” or “Regal Rexnord”), entered
into an Agreement and Plan of Merger (as amended, supplemented or modified from time to time, the “Merger Agreement”), with
Altra Industrial Motion Corp., a Delaware corporation (“Altra”), and Aspen Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into Altra, with Altra surviving
the merger (the “Merger”) as a wholly owned subsidiary of the Company.
As of March 22, 2023 the Company and Altra have
received all required regulatory approvals to complete the Merger. The closing of the Merger is expected to occur on or around March 27,
2023, subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement.
On March 22, 2023, the Company and Altra issued
a joint press release announcing the foregoing matters. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Cautionary Statement Regarding Forward-Looking
Statements
This report contains forward-looking statements,
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, concerning Regal Rexnord, the proposed transaction
between Regal Rexnord and Altra (the “Transaction”), and other matters. These forward-looking statements generally include
statements regarding the expected timetable for completing the Transaction, the ability to complete the Transaction and other matters.
Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,”
“believe,” “confident,” “estimate,” “expect,” “intend,” “plan,”
“target,” “may,” “will,” “project,” “forecast,” “would,” “could,”
“should,” and similar expressions. These forward-looking statements are based upon information currently available to Regal
Rexnord and are subject to a number of risks, uncertainties, and other factors that could cause actual results, performance, prospects
or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors that
could cause actual results to differ materially from the results referred to in the forward-looking statements Regal Rexnord makes in
this report include: the possibility that the conditions to the consummation of the Transaction will not be satisfied on the terms or
timeline expected, or at all; unexpected difficulties in connection with the Transaction; litigation associated with the Transaction and
other risks and uncertainties including, but not limited, to those described in the section entitled “Risk Factors” in Regal
Rexnord's Annual Report on Form 10-K on file with the SEC and from time to time in other filed reports including Regal Rexnord's Quarterly
Reports on Form 10-Q. For a more detailed description of the risk factors associated with Regal Rexnord, please refer to Part I, Item
1A in the Regal Rexnord Annual Report on Form 10-K for the fiscal year ended December 31, 2022 on file with the SEC and subsequent SEC
filings. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements
and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this report
are made only as of the date of this report and Regal Rexnord undertakes no obligation to update any forward-looking information contained
in this report or with respect to the announcements described herein to reflect subsequent events or circumstances.
| Item 9.01. |
Financial Statements and Exhibits. |
| (a) |
Not Applicable |
| |
|
| (b) |
Not Applicable |
| |
|
| (c) |
Not Applicable |
| |
|
| (d) |
Exhibits. The following exhibits are being filed herewith: |
Exhibit Index
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: March 23, 2023 |
By: |
/s/ Thomas E. Valentyn |
| |
Thomas E. Valentyn |
| |
Vice President, General Counsel and Secretary |
Exhibit 99.1
FOR RELEASE ON: March 22, 2023
REGAL REXNORD AND ALTRA ANNOUNCE RECEIPT OF ALL REQUIRED REGULATORY
APPROVALS FOR MERGER
BELOIT, WI, and BRAINTREE, MA, March 22, 2023 – Regal Rexnord
Corporation (NYSE: RRX) (“Regal Rexnord”) and Altra Industrial Motion Corp. (Nasdaq: AIMC) (“Altra”) jointly announced
today that they have received all required regulatory approvals to complete the previously announced acquisition of all of the issued
and outstanding shares of common stock of Altra, whereby a wholly owned subsidiary of Regal Rexnord will be merged with and into Altra,
with Altra surviving the merger as a wholly owned subsidiary of Regal Rexnord (the “Transaction”).
The closing of the Transaction is expected to occur on or around March
27, 2023, subject to the satisfaction or waiver of the remaining closing conditions set forth in the merger agreement between the parties.
Advisors
J.P. Morgan and Incentrum Group are serving as financial advisors and
Sidley Austin LLP is serving as legal advisor to Regal Rexnord.
Goldman Sachs & Co. LLC is serving as sole financial advisor and
Cravath, Swaine & Moore LLP is serving as legal advisor to Altra.
About Regal Rexnord
Regal Rexnord Corporation 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, Regal Rexnord helps create a better tomorrow
– for its customers and for the planet.
Regal Rexnord is comprised of four operating
segments: Motion Control Solutions, Climate Solutions, Commercial Systems and Industrial Systems. Regal Rexnord is headquartered in Beloit,
Wisconsin and has manufacturing, sales, and service facilities worldwide. For more information, visit RegalRexnord.com.
Contact
Robert Barry, VP - Investor Relations
608-361-7530
robert.barry@regalrexnord.com
About Altra
Altra Industrial Motion Corp. is a premier industrial global manufacturer
and supplier of highly engineered motion control, automation, and power transmission systems and components. Altra’s portfolio
consists of 26 well-respected brands including Bauer Gear Motor, Boston Gear, Kollmorgen, Portescap, Stromag, Svendborg Brakes, TB Wood’s,
Thomson and Warner Electric. Headquartered in Braintree, Massachusetts, Altra has over 9,000 employees and 47 production facilities in
17 countries around the world.
Contact
Investor Relations
781-917-0600
E-mail: ir@altramotion.com
Forward Looking Statements
This release contains forward-looking statements,
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, concerning Regal Rexnord, Altra, the proposed transaction
between Regal Rexnord and Altra (the “Transaction”), and other matters. These forward-looking statements generally include
statements regarding the expected timetable for completing the Transaction, the ability to complete the Transaction and other matters.
Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,”
“believe,” “confident,” “estimate,” “expect,” “intend,” “plan,”
“target,” “may,” “will,” “project,” “forecast,” “would,” “could,”
“should,” and similar expressions. These forward-looking statements are based upon information currently available to Regal
Rexnord and Altra and are subject to a number of risks, uncertainties, and other factors that could cause actual results, performance,
prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors
that could cause actual results to differ materially from the results referred to in the forward-looking statements Regal Rexnord and
Altra make in this release include: the possibility that the conditions to the consummation of the Transaction will not be satisfied
on the terms or timeline expected, or at all; unexpected difficulties in connection with the Transaction; litigation associated with
the Transaction and other risks and uncertainties including, but not limited, to those described in the section entitled “Risk
Factors” in Regal Rexnord's Annual Report on Form 10-K on file with the SEC and from time to time in other filed reports of Regal
Rexnord including Regal Rexnord's Quarterly Reports on Form 10-Q, and including those described in the “Risk Factors” and
the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Altra’s
Annual Report on Form 10-K on file with the SEC and from time to time in other filed reports of Altra including Altra’s Quarterly
Reports on Form 10-Q. For a more detailed description of the risk factors associated with Regal Rexnord, please refer to Part I, Item
1A in the Regal Rexnord Annual Report on Form 10-K for the fiscal year ended December 31, 2022 on file with the SEC and subsequent SEC
filings. For a more detailed description of the risk factors associated with Altra, please refer to Part I, Item 1A in the Altra Annual
Report on Form 10-K for the fiscal year ended December 31, 2022 on file with the SEC and subsequent SEC filings. Shareholders and stockholders,
potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned
not to place undue reliance on such forward-looking statements. The forward-looking statements included in this release are made only
as of the date of this release and Regal Rexnord and Altra undertake no obligation to update any forward-looking information contained
in this release or with respect to the announcements described herein to reflect subsequent events or circumstances.
