Item 1.01. Entry Into a Material Definitive Agreement.
On
The foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the First Supplemental Indenture, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with the closing of the Merger, the Company delivered to Parent a
payoff letter (the "Payoff Letter") executed and delivered by the Existing Agent
(as defined below) under the Company's Credit Agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
At the Effective Time, each of the Company's issued and outstanding shares of
common stock, par value
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Pursuant to the Merger Agreement, at the Effective Time, (1) each vested Company stock option outstanding immediately prior to the Effective Time was canceled and converted into a cash payment equal to the intrinsic value of such option based on the Merger Consideration, (2) each unvested Company stock option outstanding, immediately prior to the Effective Time, was converted into an award of stock options with respect to Parent common stock with an intrinsic value equivalent to the intrinsic value of the Company stock option based on the Merger Consideration, (3) each unvested Company restricted stock unit outstanding, as of the Effective Time, that was subject solely to time-based vesting conditions was converted into an award of restricted stock units with respect to Parent common stock with an equivalent value based on the Merger Consideration on substantially similar terms and conditions, (4) each unvested award of Company restricted shares was converted into an award of restricted cash of equivalent value based on the Merger Consideration on substantially similar terms and conditions, (5) each unvested Company restricted stock unit outstanding, as of the Effective Time, that was subject to performance-based vesting conditions was converted into an award of time-based restricted stock with an equivalent value based on the Merger Consideration on substantially similar terms and conditions (with performance goals being deemed satisfied at specified levels) and (6) each vested Company restricted stock unit outstanding, as of the Effective Time, was converted into the right to receive a cash payment based on the Merger Consideration.
The description of the Merger and the Merger Agreement contained in this Item
2.01 does not purport to be complete and is subject to and qualified in its
entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to
the Current Report on Form 8-K filed by the Company with the
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On
In addition, the Company intends to file a certification on Form 15 with the
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in the Introductory Note, Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Upon the Effective Time, each holder of the Company Common Stock immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right of holders of Company Common Stock to receive the Merger Consideration).
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Item 5.01. Change in Control of Registrant.
The information contained in the Introductory Note, Items 2.01, 3.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information contained in the Introductory Note, Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
In connection with the consummation of the Merger,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the form of the certificate of incorporation and bylaws of Merger Sub in effect as of immediately prior to the Effective Time, subject to certain changes as set forth in the Merger Agreement. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofOctober 26, 2022 , by and among Regal Rexnord Corporation,Aspen Sub, Inc. andAltra Industrial Motion Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with theSEC onOctober 27, 2022 ) 3.1 Third Amended and Restated Certificate of Incorporation ofAltra Industrial Motion Corp. 3.2 Third Amended and Restated Bylaws ofAltra Industrial Motion Corp. 4.1 Supplemental Indenture to the Indenture, dated as ofJanuary 24, 2023 , by and among Regal Rexnord Corporation, the Existing Guarantors (as defined herein) andU.S. Bank Trust Company, National Association , as trustee 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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