RBC Bearings Incorporated (Nasdaq: ROLL), a leading
international manufacturer and marketer of highly engineered
precision bearings and products for the industrial, defense and
aerospace industries, today announced the closings of its
previously announced offerings of common stock and mandatory
convertible preferred stock on September 24, 2021, and the closing
of the offering of $500 million aggregate principal amount of
4.375% senior notes due 2029 by Roller Bearing Company of America,
Inc., a wholly-owned subsidiary of RBC Bearings, on October 7,
2021.
In its equity offerings, RBC Bearings issued 3,450,000 shares of
common stock (including 450,000 shares sold pursuant to the
exercise in full of the option granted to the underwriters of the
common stock offering to purchase additional shares) and 4,600,000
shares of 5.00% Series A Mandatory Convertible Preferred Stock
(including 600,000 shares sold pursuant to the exercise in full of
the option granted to the underwriters of the mandatory convertible
preferred stock offering to purchase additional shares solely to
cover over-allotments). The common stock and the mandatory
convertible preferred stock are listed on the Nasdaq Global Select
Market under the ticker symbols “ROLL” and “ROLLP,”
respectively.
Net proceeds from the equity offerings and the senior notes
offering were approximately $1.5 billion, after deducting
underwriting and initial purchaser discounts and offering
expenses.
The offerings were completed as part of a series of financing
transactions being conducted by RBC Bearings to finance its
previously announced pending acquisition of the Dodge Mechanical
Power Transmission Business of ABB Asea Brown Boveri Ltd. RBC
Bearings is also currently in active negotiations with certain
lenders to enter into a new credit agreement providing for a term
loan facility in an aggregate amount of $1.3 billion and a
revolving facility in an aggregate amount of $500 million. The new
term loan and revolving facility have been allocated and the new
credit agreement, which is expected to close concurrently with the
closing of the Dodge acquisition, is currently in its final stages
of negotiations.
RBC Bearings intends to use the net proceeds from these
financings to fund a portion of the cash purchase price for the
pending acquisition of Dodge, to pay acquisition-related fees and
expenses, and for other general corporate purposes.
RBC Bearings and ABB have satisfied all regulatory requirements
required to complete the pending acquisition of Dodge. Subject to
the satisfaction of customary closing conditions, RBC Bearings and
ABB expect to close the acquisition before the end of 2021.
Dr. Michael J. Hartnett, RBC Bearings’ Chairman and Chief
Executive Officer, said “We are pleased to announce a smooth
completion of the equity and debt offerings portion of our
financing for the Dodge acquisition and we anticipate closing in
November or December of this year. The combined company will have
an attractive position in the Aerospace, Defense and Industrial
markets with a diversified client base and expansive geographic
footprint. We look forward to the prospect of welcoming DODGE’s
talented team to RBC Bearings and executing a successful
integration.”
Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC
acted as joint lead book-running managers for the offerings of
common stock and mandatory convertible preferred stock. BofA
Securities, Inc., Citigroup Global Markets Inc. and Truist
Securities, Inc. acted as joint book-running managers for the
offerings of common stock and mandatory convertible preferred stock
and Citizens Capital Markets, Inc., Fifth Third Securities, Inc.,
KeyBanc Capital Markets Inc., Regions Securities LLC, Morgan
Stanley & Co. LLC, Academy Securities, Inc. and William Blair
& Company, L.L.C. acted as co-managers for the offerings of
common stock and mandatory convertible preferred stock.
Goldman Sachs & Co. LLC acted as lead left book-running
manager for the offering of senior notes. Wells Fargo Securities,
LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Truist
Securities, Inc., Citizens Capital Markets, Inc., Fifth Third
Securities, Inc., KeyBanc Capital Markets Inc. and Regions
Securities LLC acted as joint book-running managers for the
offering of senior notes.
The common stock and mandatory convertible preferred stock were
offered by RBC Bearings pursuant to a registration statement
(including a prospectus) on Form S-3 that was filed with the
Securities and Exchange Commission and became automatically
effective on September 20, 2021. Copies of the final prospectus
supplements and the accompanying prospectuses relating to the
offerings of common stock and mandatory convertible preferred stock
were filed with the SEC and may be obtained, along with the
registration statement, for free by visiting EDGAR on the SEC’s
website at www.sec.gov. You may also send a request for copies of
the final prospectus supplements and the accompanying prospectuses
to RBC Bearings; Goldman Sachs & Co. LLC, via telephone: (866)
471-2526 or (212) 902-1171, facsimile: (212) 902-9316, email:
prospectus-ny@ny.email.gs.com, or standard mail: Goldman Sachs
& Co. LLC, 200 West Street, New York, New York 10282,
Attention: Prospectus Department; or Wells Fargo Securities, LLC,
via standard mail: c/o Equity Syndicate Department, 500 West 33rd
Street, New York, New York 10001, telephone: (800) 326-5897, or
email: cmclientsupport@wellsfargo.com.
The senior notes issued by Roller Bearing Company of America
were offered and sold pursuant to a confidential offering
memorandum only to “qualified institutional buyers” in the United
States pursuant to Rule 144A of the Securities Act of 1933, as
amended, and outside the United States to persons other than “U.S.
persons” in compliance with Regulation S under the Securities
Act.
The senior notes have not been, and will not be, registered
under the Securities Act or the securities laws of any state, and
may not be offered or sold in the United States or to any U.S.
person absent registration under the Securities Act, or pursuant to
an applicable exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws.
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, nor will there be any sale of any such securities,
in any state or other jurisdiction in which such offer, sale or
solicitation would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction.
About RBC Bearings
RBC Bearings Incorporated is an international manufacturer and
marketer of highly engineered precision bearings and components.
Founded in 1919, the Company is primarily focused on producing
highly technical or regulated bearing products and components
requiring sophisticated design, testing and manufacturing
capabilities for the diversified industrial, aerospace and defense
markets. The Company is headquartered in Oxford, Connecticut.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the pending acquisition of Dodge,
the new credit agreement and the intended use of the net proceeds
from the offerings and the new credit agreement. 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 the forward-looking statements.
Among those risks and uncertainties are market conditions, the
satisfaction of the closing conditions related to the pending
acquisition of Dodge and risks relating to RBC Bearings’ business,
including those described in periodic reports that RBC Bearings
files from time to time with the SEC. RBC Bearings may not
consummate the new credit agreement or the pending acquisition of
Dodge described in this press release and cannot provide any
assurances regarding its ability to effectively apply 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 subsequent
developments, except as may be required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20211007005877/en/
RBC Bearings Robert M. Sullivan 203-267-5014
rsullivan@rbcbearings.com
Alpha IR Group Michael Cummings 617-461-1101
investors@rbcbearings.com
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