Item 8.01 Other Events.
On May 14, 2021, Land entered into a credit agreement with JPMorgan Chase Bank,
N.A., as Administrative Agent and the lenders named therein, providing for a
delayed draw term loan facility with commitments thereunder in an aggregate
principal amount of approximately $486.8 million, maturing in August 2023 (which
we refer to as the "DDTL Facility"). Capitalized terms used but not otherwise
defined herein have the meanings provided in the DDTL Facility. Subject to
satisfaction of the conditions therein, the DDTL Facility may only be drawn in
connection with the consummation of the Proposed Transaction in order to fund
the payment to Rexnord LLC under the Separation Agreement. The loans under the
DDTL Facility will bear interest at floating rates measured by reference to
either, at Land's option, (i) a reserve-adjusted London Interbank Offered Rate
plus an applicable margin or (ii) a base rate, plus an applicable margin, in
each case, determined by reference to a consolidated funded debt to consolidated
EBITDA ratio. Upon the effectiveness of the DDTL Facility, the Land Commitment
Letter and the commitments thereunder were terminated. No amounts may be drawn
under the DDTL Facility until the Regal Acquisition Closing Date. Regal has
agreed to indemnify Rexnord and Land and their subsidiaries with respect to
certain aspects of the DDTL Facility.
It is expected that the proceeds of the DDTL Facility will be used in a single
drawing on the date of the Distributions to pay Rexnord LLC under the Separation
Agreement. The commitments of the Lenders to make the loans pursuant to the DDTL
Facility are subject to various customary conditions. If the Proposed
Transaction is consummated, the indebtedness contemplated by the DDTL Facility
will become indebtedness of a wholly-owned subsidiary of Regal.
The foregoing description of the DDTL Facility does not purport to be complete
and is qualified in its entirety by reference to the full text of the DDTL,
which is filed as Exhibit 10.1, and is incorporated herein by reference.
Forward-Looking Statements
This communication contains certain "forward-looking statements" including
statements regarding the anticipated timing and benefits of the transactions
with Regal. The words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intends," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. The forward-looking statements contained
herein are based on Rexnord's current expectations and beliefs concerning future
developments and their potential effects, but there can be no assurance that
these will be as anticipated. These forward-looking statements involve a number
of risks, uncertainties (some of which are beyond the control of Rexnord) or
other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements.
These factors include, among others: the inability to complete the Proposed
Transaction; the inability to recognize the anticipated benefits of the Proposed
Transaction, including due to the failure to receive required security holder
approvals, or the failure of other closing conditions; and costs related to the
Proposed Transaction. Except as required by law, Rexnord does not undertake any
obligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise.
1
Additional Information about the Proposed Transaction and Where to Find It
In connection with the Proposed Transaction, we and Regal filed relevant
materials with the Securities and Exchange Commission ("SEC") on May 10, 2021,
that included a preliminary joint proxy statement/ prospectus-information
statement relating to the Proposed Transaction, and we and Regal expect to
subsequently file a definitive joint proxy statement/prospectus-information
statement. SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS-INFORMATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
REXNORD, REGAL AND THE PROPOSED TRANSACTION. The definitive joint proxy
statement/prospectus-information statement will be sent to stockholders of
Rexnord seeking approval of the Proposed Transaction. The documents relating to
the Proposed Transaction can be obtained free of charge from the SEC's website
at www.sec.gov. These documents can also be obtained free of charge by
contacting us at 2021specialmeeting@rexnord.com.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder.
Rexnord, Regal and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Rexnord's
stockholders and Regal's shareholders in connection with the Proposed
Transaction. Information regarding the names and interests in the Proposed
Transaction of Rexnord's directors and executive officers is contained in
Rexnord's filings with the SEC and information regarding the names and interests
in the Proposed Transaction of Regal's directors and executive officers is
contained in Regal's filings with the SEC. Additional information regarding the
interests of potential participants in the solicitation process will also be
included in the definitive joint proxy statement/prospectus-information
statement relating to the Proposed Transaction and other relevant documents when
they are filed with the SEC. These documents can be obtained free of charge from
the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1* Credit Agreement, dated as of May 14, 2021, by and among Land Newco,
Inc., the subsidiaries of Land from time to time party thereto, the
Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A.
as administrative agent.
104 Cover Page Inline XBRL data
*Schedules and exhibits to this Exhibit have been omitted in accordance with
Regulation S-K Items 601(a)(5). The Registrant agrees to furnish supplementally
a copy of all omitted schedules to the Securities and Exchange Commission on a
confidential basis upon request.
2
© Edgar Online, source Glimpses