Oxford, Connecticut--(BUSINESS WIRE)--RBC Bearings Incorporated (Nasdaq: ROLL) ("RBC Bearings") is today’s leading international manufacturer of highly engineered precision bearings and products for the industrial, defense, and aerospace industries. The marketer announced that Roller Bearing Company of America, Inc. (the "Issuer"), a wholly-owned subsidiary of RBC Bearings, intends to privately issue US$500 million in principal of senior notes ("notes") maturing in 2029. The issuance is restricted by the market and other conditions.
The issuance of these notes is related to the financing provided by RBC Bearings for its previously announced pending acquisition of the Dodge mechanical power transmission business ("Dodge") of ABB Asea Brown Boveri Ltd. RBC Bearings intends to use the net proceeds from this issuance to fund a portion of the cash purchase price for the upcoming acquisition of Dodge, to pay for expenses and expenses related to the acquisition, and for other general corporate purposes. In addition, at the same time as the pending acquisition is completed, it is expected that the issuer will become a borrower under the new credit agreement.
The issuer will deposit the total proceeds from the sale of the notes plus certain fees and expenses in an escrow account until the date when certain escrow conditions are met. Custody release conditions include the completion of pending acquisitions, etc. Until the custody cancellation conditions are met, the bill will become the issuer's obligation, and the first priority security interest of the funds held in the issuer's custody account will be used as the guarantee, and will not be guaranteed. After satisfying the custody release conditions, these bills will be jointly and individually guaranteed by RBC Bearings and each existing and future wholly-owned domestic subsidiary of the issuer on a high-level unsecured basis to provide guarantees for their new credit lines.
The notes are not and will not be registered under the revised Securities Act of 1933 ("Securities Act") or the securities laws of any state, and may not be issued or sold in the United States or any state by U.S. persons not in accordance with the Securities Act or in accordance with applicable Exempt or register in transactions that are not subject to the registration requirements of the Securities Act and applicable state securities laws. The notes will only be sold to "qualified institutional buyers" in the United States in accordance with Section 144A of the Securities Act, or to persons other than "Americans" in accordance with Regulation S of the Securities Act outside the United States.
This press release does not constitute an offer to sell or an invitation to buy any securities mentioned in this press release, nor will it sell any such securities in any state or other jurisdiction where such an offer is based. According to the securities laws, it will be illegal to sell or solicit before registration or qualification.
RBC Bearings is an international manufacturer and marketer of highly engineered precision bearings and components. Founded in 1919, RBC Bearings mainly focuses on the production of high-tech or standardized bearing products and components that require complex design, testing and manufacturing capabilities for diversified industrial, aerospace and defense markets. RBC Bearings is headquartered in Oxford, Connecticut.
This press release contains forward-looking statements, including statements regarding the completion, timing and scale of the proposed issuance, the expected use of the net proceeds from the proposed issuance, the completion of the pending acquisition of Dodge, and the terms of the securities being drafted. supply. Forward-looking statements represent RBC Bearings’ current expectations of future events and are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements . These risks and uncertainties include market conditions, including market interest rates, the transaction price and volatility of RBC Bearings common stock, the satisfaction of the transaction conditions related to the pending acquisition of Dodge, and the risks associated with RBC Bearings’ business, including RBC Bearings’ reports from time to time Those described in the periodic report submitted by the SEC. RBC Bearings may not complete the proposed issuance described in this press release, and if the proposed issuance is completed, it cannot provide any guarantee on the final terms of the issuance or its ability to effectively apply the above net proceeds. The forward-looking statements contained in this press release are only issued on the date of this press release. Except as required by law, RBC Bearings does not undertake to update the statements in this press release for subsequent developments.
RBC Bearing Robert M. Sullivan 203-267-5014 rsullivan@rbcbearings.com
Alpha IR Group Michael Cummings 617-461-1101 Investors@rbcbearings.com
RBC Bearing Robert M. Sullivan 203-267-5014 rsullivan@rbcbearings.com
Alpha IR Group Michael Cummings 617-461-1101 Investors@rbcbearings.com