Regal Rexnord opens tender offers, consent bid for 6 1/8% Stevens senior notes due 2026

By Wendy Van Sickle

Columbus, Ohio, Feb. 10 – Regal Rexnord Corp. began a cash tender offer and consent solicitation and a concurrent change-of-control tender offer for any and all of the outstanding $383.685 million of 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.

Tender and consent offer

For each $1,000 principal amount of the notes (Cusips: 86024TAA5, U85869AA0) the company is offering a total consideration of $1,017.50, which includes an early participation premium of $50 that will be paid only to holders who tender by the early deadline, 5 p.m. ET on Feb. 24.

The offer will expire at 5 p.m. ET on March 13.

Holders will also receive accrued interest to but excluding the settlement date.

The consent solicitation seeks holder approval of some amendments to, among other things, eliminate substantially all restrictive covenants, certain events of default and certain other provisions in the note indenture.

Holders may not tender their notes in the tender offer without delivering their consents under the consent solicitation and may not deliver their consents without tendering their notes.

Consummation of the tender offer and payment for the notes are subject to conditions including receipt of requisite consents and consummation of 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.

The offeror noted that the total consideration payable under this offer is higher than that of the change-of-control offer.

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.

Change-of-control offer

The change-of-control offer is being made in connection with the merger and is conditioned upon consummation of that transaction. Holders are being offered 101 plus accrued interest under this offer, which will expire at 5 p.m. ET on March 13. Regal Rexnord intends to extend the expiration time to coincide with closing of the merger.

D.F. King is again the tender, information and tabulation agent.

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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