Regal Rexnord wraps Stevens solicitation to remove change of control

Chicago, Feb. 24 – Regal Rexnord Corp. completed the consent solicitation relating to the $383.685 million 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.

The company has been conducting both a tender offer and consent solicitation for the notes since Feb. 10.

By the 5 p.m. ET Feb. 24 early tender date, noteholders tendered and delivered consents for $361,122,000, or 94.12%, of the notes.

The requisite consents have been received to remove the necessity of a change of control offer for the notes.

The supplemental indenture will become operative once the notes are accepted for purchase.

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 is being extended to have the settlement date coincide with the completion of the merger.

The withdrawal deadline of Feb. 24 is not being changed.

Previously reported, for each $1,000 principal amount of the notes (Cusips: 86024TAA5, U85869AA0) the company was offering a total consideration of $1,017.50, which included an early participation premium of $50 that will be paid only to holders who tendered by the early deadline.

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

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 has been 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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