Regal Rexnord Corporation (NYSE:RRX) entered into a definitive agreement to acquire Altra Industrial Motion Corp. (NasdaqGS:AIMC) for $4.1 billion on October 26, 2022. Regal Rexnord will acquire Altra shares in an all cash transaction for $62 per share. JPMorgan Chase Bank, N.A. entered into a debt commitment letter to provide approximately $5.5 billion in an aggregate principal amount of senior bridge loans under a 364-day senior bridge loan credit facility and a backstop credit facility in an aggregate principal amount of up to approximately $2.03 billion to finance the transaction. As on January 9, 2023, Regal Rexnord Corporation announced the pricing of $4.7 billion aggregate principal amount of its senior unsecured notes. Regal Rexnord Corporation has closed its previously announced offering of $4.7 billion aggregate principal amount of its senior unsecured notes. In case of termination of the transaction under certain circumstances, Altra is required to pay a termination fee of $100 million to Regal Rexnord and Regal Rexnord is required to pay a reverse termination fee of $200 million to Altra.

The transaction is subject to the receipt of regulatory approvals, Altra shareholder approval, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as certain other specified regulatory consents, approvals and clearances under competition laws and laws governing foreign investments (which include the receipt of consents and approvals under the competition laws of Australia, China, the European Union, Turkey and the United Kingdom) and the satisfaction of other customary closing conditions. The boards of directors of Altra and Regal Rexnord each approved the transaction. As of January 10, 2023, Altra board of directors continues to unanimously recommend that you vote “FOR” the proposals to be voted on at the Special Meeting on January 17, 2023. As of March 10, 2023, the European Commission have approved the transaction after the Commission ruled that the agreed deal would raise no competition concerns. As of March 23, 2023, the transaction has received all required regulatory approvals. The transaction is expected to close in the first half of 2023. As of March 23, 2023, the closing of the transaction is expected to occur on or around March 27, 2023.

J.P. Morgan and Incentrum Group are serving as financial advisors to Regal Rexnord, and Scott R. Williams, Christopher R. Hale, Kelly M. Dybala, Johnny G. Skumpija, Suresh T. Advani, Rachel D. Kleinberg, Dustin B. Page, Corey Perry, Lauren A. Gallagher, Peter McCorkell, James D. Weiss, Heather M. Palmer, Sarah A. Jehl, Timothy E. Kapshandy, William Blumenthal, Vincent Brophy, Rosanna Connolly, Leslie A. Shubert, Kristen A. Knapp, Mark L. Kaufmann, Elizabeth K. McCloy and Sean Damm of Sidley Austin LLP is serving as legal counsel. J.P. Morgan is also providing Regal Rexnord with committed bridge financing for the transaction. In connection with the transaction, Goldman Sachs & Co. LLC is serving as sole financial advisor and fairness opinion provider and Thomas E. Dunn, Daniel J. Cerqueira, Joseph D. Zavaglia, Isaac C. Beerman, Lauren Angelilli, Eric W. Hilfers, Margaret T. Segall, Jesse M. Weiss, Matthew Morreale, Brian M. Budnick, Anthony N. Magistrale and Rahul Jayaprabha of Cravath, Swaine & Moore LLP are serving as legal advisor to Altra. David Azarkh, Benjamin N. Heriaud, Jessica Tuchinsky, Leah M. Nudelman, Michael E. Mann, Daniel J. Venditti, Michael R. Isby and Jeanne M. Annarumma of Simpson Thacher acted as legal advisor to Regal Rexnord Corporation. Altra has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for the Special Meeting. Altra expects to pay Innisfree M&A Incorporated a fee of $45,000, plus certain costs associated with additional services. Altra has agreed to pay Goldman Sachs a transaction fee of $45 million, $5 million of which became payable at announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. Sullivan & Cromwell LLP represented Goldman Sachs & Co. LLC as sole financial advisor to Altra Industrial Motion Corp. Herbert Smith Freehills acted as legal advisor to Altra Industrial Motion Corp.

Regal Rexnord Corporation (NYSE:RRX) completed the acquisition of Altra Industrial Motion Corp. (NasdaqGS:AIMC) on March 27, 2023.