OXFORD, Connecticut – (COMMERCIAL THREAD) – RBC Bearings Incorporated (Nasdaq: ROLL) (“RBC Bearings”), a leading international manufacturer and distributor of bearings and high-tech precision products for the industrial, defense and construction industries. aerospace industry, today announced that Roller Bearing Company of America, Inc. (the âIssuerâ), a wholly owned subsidiary of RBC Bearings, has successfully price a principal amount offering aggregate of $ 500.0 million of 4.375% Senior Notes due 2029 (the âNotesâ). The offering is expected to close on October 7, 2021, subject to customary closing conditions.
The Notes are offered in connection with the financing by RBC Bearings of its previously announced pending acquisition of Dodge Mechanical Power Transmission Business (âDodgeâ) from ABB Asea Brown Boveri Ltd. RBC Bearings intends to use the net proceeds of the offering to fund a portion of the purchase price in cash for the ongoing acquisition of Dodge, to pay costs and expenses related to the acquisition, and to other general corporate purposes. In addition, essentially simultaneously with the closing of the current acquisition, the Issuer is expected to become the borrower under a new credit agreement.
The Issuer will ensure that the gross proceeds from the sale of the Notes, plus certain fees and expenses, are deposited in an escrow account until the date on which certain conditions for discharge from escrow are met. The conditions for release from escrow include, among other things, the completion of the current acquisition. Prior to the satisfaction of the conditions of discharge of the receiver, the Bonds will be obligations of the Issuer secured by a first ranking security interest on the funds held in the escrow account of the Issuer and will not be guaranteed. Upon satisfaction of the escrow release conditions, the Notes will be jointly and individually guaranteed on a senior unsecured basis by RBC Bearings and each of the existing and future domestic subsidiaries of the issuer that guarantees its new credit facilities.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the âSecurities Actâ) or any state securities laws, and may not be offered or sold to United States or any other United States Person not registered under the Securities Act, or under an applicable exemption or in connection with a transaction not subject to the registration requirements of the Securities Act and securities laws of the applicable state. The Notes will be offered and sold only to “qualified institutional buyers” in the United States in accordance with Rule 144A of the Securities Act or, outside the United States, to persons other than “US Persons” in accordance with Regulation S under the Securities Act. .
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities referred to in this press release, and there will be no sale of any such securities, in any state or otherwise. jurisdiction in which such offer, sale or solicitation would be illegal prior to registration or qualification under the securities laws of that state or jurisdiction.
About RBC Bearings
RBC Bearings is an international manufacturer and distributor of high-tech precision bearings and components. Founded in 1919, RBC Bearings is primarily focused on the production of highly engineered or regulated bearing products and components requiring sophisticated design, testing and manufacturing capabilities for the diverse industrial, aerospace and automotive markets. defense. RBC Bearings is headquartered in Oxford, Connecticut.
This press release includes forward-looking statements, including statements regarding the completion and timing of the proposed offer, the intended use of the net proceeds from the proposed offer, the completion of the ongoing acquisition of Dodge and the terms and conditions. of the titles offered. Forward-looking statements represent RBC Bearings’ current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements. These risks and uncertainties include market conditions, including market interest rates, the price and volatility of the common shares of RBC Bearings, the satisfaction of closing conditions relating to the pending acquisition of Dodge, and risks relating to the business of RBC Bearings, including those described in the periodic reports that RBC Bearings files from time to time with the SEC. RBC Bearings may not complete the proposed offer described in this press release and, if the proposed offer is successful, cannot provide any assurance regarding the final terms of the offer or its ability to effectively affect the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and RBC Bearings does not undertake to update the statements included in this press release for future developments, unless the law requires it.