ZURN ELKAY WATER SOLUTIONS CORPORATION Item 8.01 Other Events.
Also as previously disclosed, as contemplated by the Merger Agreement, Rexnord submitted to the Internal Revenue Service (the "IRS") a request for a private letter ruling from theIRS . OnAugust 16, 2021 , Rexnord received a private letter ruling from theIRS (the "IRS Ruling ").The IRS Ruling addresses, among other things, the manner in which certain Overlap Shareholders may be identified and their respective ownership percentages may be determined for purposes of determining which categories of shareholders may be counted as Overlap Shareholders for purposes of Section 355(e) of the Internal Revenue Code (we refer to such categories of shareholders as "Qualifying Overlap Shareholders"). As a result of the receipt of theIRS Ruling , this Current Report on Form 8-K is being filed to provide additional information regarding the expectations of Regal and Rexnord concerning the extent of the adjustment to the Exchange Ratio that will be necessary in the Merger, the number of shares of Regal common stock to be issued in the Merger, the amount of the Regal Special Dividend to be paid and the amount of net indebtedness (meaning the total indebtedness less cash on hand) of Regal immediately following the Merger and after giving effect to the amount of Land net indebtedness that becomes indebtedness of the combined company as a result of the Merger. Capitalized terms used below but not defined have the meanings set forth in the joint proxy statement/prospectus-information statement of Regal and Rexnord datedJuly 21, 2021 (the "Joint Proxy Statement"). The Joint Proxy Statement is not incorporated by reference herein and can be found at www.sec.gov. The parties expect the Proposed Transaction to close early in the fourth quarter of 2021, subject to the receipt of the approval of the shareholders of Regal and Rexnord and the satisfaction of other closing conditions. Overview The Merger Agreement provides that following the completion of the Spin-Off, Merger Sub will merge with and into Land with each share of Land common stock converted into the right to receive a number of shares of Regal common stock equal to the Exchange Ratio. Pursuant to the Merger Agreement, the Exchange Ratio is defined to result in Regal issuing in the Merger shares that represent 38.6% of the issued and outstanding shares of Regal common stock immediately following the Merger. As described below and more fully set out in the Merger Agreement, under certain circumstances, the Exchange Ratio will be adjusted to the extent necessary to ensure that the Merger will not cause the Spin-Off to fail to qualify as a tax-free distribution under Section 355 of the Code. If the Exchange Ratio is adjusted and the number of shares of Regal common stock that Regal issues in the Merger would represent greater than 38.6% of the issued and outstanding shares of Regal common stock immediately following the Merger, then Regal would pay a cash dividend to the Regal shareholders who held shares of Regal common stock as of the Regal Special Dividend Record Date, which record date will be a date prior to the date of the Merger. While the Regal Special Dividend will be paid only to shareholders of record of Regal common stock as of the Regal Special Dividend Record Date, which will be a date before the Merger, Regal expects the payment date for any Regal Special Dividend would be following the closing of the Merger. The Regal Special Dividend, based on the Signing Share Price, is designed to preserve the nominal economic allocation between the Land stockholders (in their capacity as such) and the Regal shareholders (in their capacity as such) that would have resulted from the Exchange Ratio if
it
were not adjusted.
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As described in more detail in the Joint Proxy Statement under "Material U.S.
Federal Income Tax Consequences of the Transaction- Material Tax Consequences of
the Reorganization and the Distributions-Material U.S. Federal Income Tax
Consequences of the Reorganization and the Distributions to Rexnord", the
Spin-Off would not be treated as a tax-free distribution if, among other
reasons, the Merger results in one or more persons acquiring a 50% or greater
interest (by vote or value) in the stock of Land. However, for purposes of such
a determination, if a deemed stockholder of Land is also a deemed shareholder of
Regal immediately prior to the Merger (an Overlap Shareholder), the net increase
in the Overlap Shareholder's ownership of Land as a result of the Merger and by
virtue of being a shareholder of Regal is offset by its net decrease in such
ownership percentage by reason of being considered a Land stockholder
immediately prior to the Merger. Accordingly, Regal and Rexnord have agreed that
the Exchange Ratio will be increased if and to the extent necessary so that the
number of shares of Regal common stock issued in the Merger will result in
holders of issued and outstanding shares of Land common stock immediately prior
to the Merger, taking into account in the case of Overlap Shareholders their
Overlap Shares, receiving shares of Regal common stock that in the aggregate
represent 50.8% of the issued and outstanding shares of Regal common stock
immediately following the Merger.
Most of the ownership in Regal and Rexnord held by Overlap Shareholders is held
in "street name" through banks and brokers, rather than ownership interests
appearing directly in each company's stock ledger. As a result, determination of
the extent of these holdings generally relies on public information, including
filings with the SEC . The IRS Ruling includes a ruling from the IRS on certain
substantive and procedural criteria that may be used by Regal and Rexnord in
determining the extent of the Overlap Shareholders.
In connection with the receipt of the IRS Ruling , the parties confirmed that for
purposes of determining the "RMT Partner Overlap Ownership Percentage" and the
"Spinco Overlap Ownership Percentage" under Section 1.5(c)(v)(a) and Section
1.5(c)(vi)(a) of the Merger Agreement, the number of shares of RMT Partner
Common Stock and number of shares of Spinco Common Stock owned by Overlap
Shareholders will be measured as of the time agreed to by the parties and
determined by the parties as outlined in the procedures established by the
parties in accordance with the parameters permitted by the IRS Ruling .
Although the IRS Ruling has been received, the need and the extent of any
adjustment to the Exchange Ratio is dependent on a number of factors, some of
which will not be known until shortly prior to closing. Among other factors, the
extent of the adjustment, if any, depends on whether certain shareholders meet
the criteria outlined in the IRS Ruling to qualify as Qualifying Overlap
Shareholders; and based on the rulings received in the IRS Ruling and the
determinations made by Regal and Rexnord in conjunction with closing, the number
of Overlap Shares owned by Qualifying Overlap Shareholders. The extent of any
adjustment to the Exchange Ratio and corresponding amount of any Regal Special
Dividend may vary materially depending on the outcome of each of these factors.
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Illustrative Scenario
Taking into account the parties' views of the effect of the receipt of theIRS Ruling , set forth below is Regal and Rexnord's estimate, as ofJuly 31, 2021 of the outcome of the variables and any resulting adjustment to the Exchange Ratio, the number of shares of Regal common stock to be issued in the Merger, the amount, if any, of the Regal Special Dividend to be paid and the amount of net indebtedness (meaning the total indebtedness less cash on hand) of Regal immediately following the Merger and after giving effect to the amount of Land net indebtedness that becomes indebtedness of the combined company as a result of the Merger.
The information, determinations and estimates set forth in this section could change following the date of this Current Report on Form 8-K and before the special meetings of Regal and Rexnord shareholders and could change again between the special meetings and the date of the closing of the Merger.
The scenario outlined below uses the following information, determinations, estimates and assumptions and are for illustrative purposes only:
· estimated Overlap Shares as of
shareholders that Regal and Rexnord consider would qualify as Qualifying Overlap Shareholders in light of theIRS Ruling ;
· shares of Regal common stock issued and outstanding of 40,696,538 (which
represented the number of shares of Regal common stock issued and outstanding
as ofJuly 31, 2021 );
· shares of Land common stock issued and outstanding of 121,124,041 (which is
based on the 121,124,041 shares of Rexnord common stock issued and outstanding
as ofJuly 31, 2021 );
·
prior to the incurrence of indebtedness to pay the Regal Special Dividend and
without taking into account the net indebtedness of Land that becomes indebtedness of the combined company as a result of the Merger;
· estimated
3, 2021; and
· estimated
following the incurrence of indebtedness of the Land debt under the DDTL Facility and the payment of the Land Cash Payment. Based on theIRS Ruling and on Regal's and Rexnord's calculation of the estimated shareholdings of such Qualifying Overlap Shareholders using the information as set forth above and other information as ofJuly 31, 2021 , if there were no change in the number of such Overlap Shares, then as of closing of the Merger:
· The Exchange Ratio would be adjusted so that Regal would issue in the Merger
shares of Regal common stock that would represent 40.0% of the issued and
outstanding Regal common stock immediately following the Merger, which would
result in the issuance of approximately 27,102,321 shares of Regal common
stock;
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· Regal would pay to the owners of Regal common stock in respect of their shares
of Regal common stock owned as of the Regal Special Dividend Record Date a cash
dividend of approximately
aggregate); and
· Regal would have outstanding net indebtedness of approximately
following the payment of the Regal Special Dividend and the assumption of the
Land net indebtedness. The above scenario is just one of the potential outcomes of the variables that will result in the determination of the adjustment, if any, to the Exchange Ratio, the number of shares of Regal common stock issued in the Merger, the amount, if any, of the Regal Special Dividend and the amount of net indebtedness of Regal following payment of the Regal Special Dividend, if any, and taking into account the net indebtedness of Land that becomes indebtedness of the combined company as a result of the Merger. Each Land stockholder will be entitled to receive the same consideration in respect of its shares of Land common stock, regardless of whether such former Land stockholder is an Overlap Shareholder. The factors that will determine the adjustment, if any, to the Exchange Ratio and the amount of any Regal Special Dividend are not in the control of Regal and Rexnord. Regal and Rexnord do not currently have the information necessary to determine the adjustment, if any, to the Exchange Ratio or the amount, if any, of the Regal Special Dividend, and they will not have such information at the time of the special meetings. The assumptions, estimates and determinations made by Regal and Rexnord in Current Report on Form 8-K could prove incorrect, circumstances could change or intervening events, including changes in the number of Overlap Shares held by Qualifying Overlap Shareholders, could affect the final determination of the Exchange Ratio or the amount, if any, of the Regal Special Dividend.
Illustrative Sensitivity Analysis
The following table sets forth a sensitivity analysis providing illustrations of the result of a change in the number of Overlap Shares held by Qualifying Overlap Shareholders on the Exchange Ratio, the number of shares of Regal common stock issued in the Merger, the amount, if any, of the Regal Special Dividend and the amount of Regal net indebtedness following the closing and the Regal Special Dividend, if any. As with the scenario described above, for purposes of this sensitivity analysis, Regal and Rexnord have used the following information, determinations, estimates and assumptions, each of which scenarios are for illustrative purposes only:
· estimated Overlap Shares as of
shareholders that Regal and Rexnord consider would qualify as Qualifying Overlap Shareholders in light of theIRS Ruling ; 4
· shares of Regal common stock issued and outstanding of 40,696,538 (which
represented the number of shares of Regal common stock issued and outstanding
as ofJuly 31, 2021 );
· shares of Land common stock issued and outstanding of 121,124,041 (which is
based on the 121,124,041 shares of Rexnord common stock issued and outstanding
as ofJuly 31, 2021 );
·
prior to the incurrence of indebtedness to pay the Regal Special Dividend and
without taking into account the net indebtedness of Land that becomes indebtedness of the combined company as a result of the Merger;
· estimated
3, 2021; and
· estimated
following the incurrence of indebtedness of the Land debt under the DDTL
Facility and the payment of the Land Cash Payment.
Illustrative Scenario
No Change in
Change in Overlap Shares held by July 31, 2021
Qualifying Overlap Shareholders 5% Decrease 2.5% Decrease Estimate 2.5% Increase 5% Increase Regal Shares Issued in Merger
27,848,205 27,475,263 27,102,321 26,729,379 26,356,437
Regal Special Dividend Amount $ 426 million $ 361 million $ 294 million $ 225 million $ 154 million
Regal Net Indebtedness after Regal
Special Dividend and Assumption of PMC
Business Net Indebtedness $ 1,224 million $ 1,158 million $ 1,091 million $ 1,022 million $ 951 million
Forward-Looking Statements
This communication contains certain "forward-looking statements" including statements regarding Regal's and Rexnord's current estimates, expectations and projections about Regal, Rexnord and the PMC Business's respective future results, performance, prospects and opportunities. Such forward-looking statements may include, among other things, statements about the outcome of the variables and resulting adjustment to the Exchange Ratio, the number of shares of Regal common stock to be issued in the Merger, the amount, if any, of the Regal Special Dividend to be paid and the amount of net indebtedness of Regal immediately following the Merger and after giving effect to the amount of Land net indebtedness that becomes indebtedness of the combined company as a result of the Merger, statements regarding the expected closing of the Proposed Transactions, and any other statements regarding Regal's, Rexnord's, the PMC Business's or the combined company's respective future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition and other expectations and estimates for future periods. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast", "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will", "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 Regal's and 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 Regal and 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 possibility that the conditions to the consummation of the Proposed Transaction will not be satisfied; failure to obtain, delays in obtaining or adverse conditions related to obtaining shareholder or stockholder approvals to be sought in connection with the Proposed Transaction; changes in the extent and characteristics of the common stockholders of Rexnord and the common shareholders of Regal and its effect pursuant to the Merger Agreement on the number of shares of Regal common stock issuable pursuant to the Proposed Transaction, magnitude of the dividend payable to Regal shareholders pursuant to the Proposed Transaction and the extent of indebtedness to be incurred by Regal in connection with the Proposed Transaction; the determination by Regal and Rexnord of the number of Qualifying Overlap Shareholders at the closing of the Proposed Transaction; the ability to obtain the anticipated tax treatment of the Proposed Transaction and related transactions; risks associated with any litigation related to the Transaction; and other risks and uncertainties including, but not limited, to those described in the section entitled "Risk Factors" in the Joint Proxy Statement, in Regal's or Rexnord's respective Annual Reports on Form 10-K on file with theSEC and from time to time in other filed reports including Regal's and Rexnord's Quarterly Reports on Form 10-Q.. For a more detailed description of the risk factors associated with Regal and Rexnord, please refer to Regal's Annual Report on Form 10-K for the fiscal year endedJanuary 2, 2021 on file with theSEC , Rexnord's Transition Report on Form 10-KT for the transition period fromApril 1, 2020 toDecember 31, 2020 filed with theSEC , Rexnord's Quarterly Reports on Form 10-Q for the quarters endedMarch 31, 2021 andJune 30, 2021 filed with theSEC , and subsequentSEC filings. 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. 5
Additional Information about the Proposed Transaction and Where to Find It In connection with the Transaction, Regal Beloit has filed with theSecurities and Exchange Commission ("SEC"), a Registration Statement on Form S-4 (Reg. No. 333-255982) containing, and we have filed with theSEC , a proxy statement/information statement/prospectus relating to the Transaction. SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/INFORMATION STATEMENT/PROSPECTUS (AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE) BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT REXNORD, REGALBELOIT AND THE TRANSACTION. A definitive proxy statement has been sent to stockholders of Rexnord seeking approval of the Transaction. The documents relating to the Transaction can be obtained free of charge from theSEC's website at www.sec.gov. These documents (when they are available) can also be obtained free of charge by contacting us by written request toRexnord Corporation , Investor Relations,511 Freshwater Way ,Milwaukee, WI 53204, or by calling (414) 643-3739 or upon written request to Regal Beloit Corporation, Investor Relations,200 State Street ,Beloit, WI 53511 or by calling (608) 364-8800.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder. Rexnord, Regal Beloit and their respective directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation of proxies from Rexnord's stockholders in connection with the Transaction. Information regarding the names and interests in the proposed transaction of Rexnord's directors and officers is contained Rexnord's filings with theSEC . Additional information regarding the interests of potential participants in the solicitation process is also included in the proxy statement/information statement/prospectus relating to the Transaction and other relevant documents filed with theSEC . These documents can be obtained free of charge from the sources indicated above. No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
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