Regal Rexnord reports 95% of Stevens notes tendered in offer

By Mary-Katherine Stinson

Lexington, Ky., March 23 – Regal Rexnord Corp. announced the expiration of its cash tender offer to purchase any and all of the $383,685,000 6 1/8% senior notes due 2026 of Stevens Holding Co., Inc., a wholly owned subsidiary of Altra Industrial Motion Corp., according to a news release and an 8-K filing with the Securities and Exchange Commission.

The offer, which had been extended multiple times, expired at 5 p.m. ET on March 22.

In total, the company reported that $365.56 million, or 95.28%, had been tendered and accepted for purchase by the deadline.

This total was unchanged from 5 p.m. ET on March 20, the first extended deadline. By the 5 p.m. ET Feb. 24 early tender date, noteholders had tendered and delivered consents for $361,122,000, or 94.12%, of the notes, as previously reported. By that date, the requisite consents had been received to remove the necessity of a change-of-control offer for the notes.

The offer was launched Feb. 10 with an original expiration date of March 13, which was subsequently extended to March 20, March 21 and March 22.

The withdrawal date was Feb. 24, which had not been extended.

Consummation of the tender offer and payment for the notes are subject to conditions including the merger between Regal Rexnord, Altra, and Aspen Sub, Inc., which is a subsidiary of Regal Rexnord. The merger is expected to close in the first half of 2023. Consummation of the merger is not conditioned upon completion of the tender offer or receipt of the requisite consents.

Tender offer

The tender offer was extended to have the settlement date coincide with the completion of the merger.

As previously reported, for each $1,000 principal amount of the notes (Cusips: 86024TAA5, U85869AA0) the company was offering a total consideration of $967.50.

The total consideration of $1,017.50, which included an early participation premium of $50, will be paid only to holders who tendered by the Feb. 24 early deadline.

Accrued interest will also be paid in both cases.

Settlement is expected for March 27.

The company was technically conducting a separate change-of-control offer for the notes at 101, but because the requisite consents have been received, the change-of-control offer was terminated.

D.F. King & Co, Inc. (866 227-7300, 212 269-5550 or rrx@dfking.com) is the information, tender and tabulation agent.

J.P. Morgan Securities LLC (212 834-4045 or 866 834-4666) is the dealer manager for the tender offer and consent solicitation.

Regal Rexnord is a Beloit, Wis.-based manufacturer of industrial powertrain solutions, power transmission components, electric motors and electronic controls, air moving products, and specialty electrical components and systems. Altra Industrial is a Braintree, Mass.-based designer and manufacturer of highly engineered motion control, automation and power transmission solutions.

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