Item 1.01 Entry into a Material Definitive Agreement.
On November 1, 2021 (the "Closing Date"), RBC Bearings Incorporated (the
"Company") and its subsidiary, Roller Bearing Company of America, Inc. ("RBCA"),
entered into a Credit Agreement (the "Credit Agreement") with Wells Fargo Bank,
National Association ("Wells Fargo"), as Administrative Agent, Collateral Agent,
Swingline Lender and Letter of Credit Issuer and the other lenders party
thereto. The Credit Agreement provides RBCA, as Borrower, with (a) a
$1,300,000,000 term loan facility (the "Term Loan Facility") and (b) a
$500,000,000 revolving credit facility (the "Revolving Credit Facility" and
together with the Term Loan Facility, the "Facilities"). Amounts outstanding
under the Facilities generally bear interest at either, at RBCA's option, (a) a
base rate determined by reference to the higher of (i) Wells Fargo's prime
lending rate, (ii) the federal funds effective rate plus 1/2 of 1.00% and (iii)
the one-month LIBOR rate plus 1.00% or (b) the LIBOR rate plus a specified
margin, depending on the type of borrowing being made. The applicable margin is
based on the Company's consolidated ratio of total net debt to consolidated
EBITDA from time to time. Currently, the Company's margin is 0.75% for base rate
loans and 1.75% for LIBOR rate loans. The Facilities are subject to a "LIBOR"
floor of 0.00% and contain "hard-wired" LIBOR replacement provisions as set
forth in the Credit Agreement. The Term Loan Facility and the Revolving Credit
Facility will mature on November 2, 2026 (the "Maturity Date"). The Company can
elect to prepay some or all of the outstanding balance from time to time without
penalty. Commencing one full fiscal quarter after the Closing Date, the Term
Loan Facility will amortize in quarterly installments as set forth below with
the balance payable on the Maturity Date unless otherwise extended in accordance
with the terms of the Term Loan Facility:
Date Term Loan Facility Repayment Amount
March 31, 2022 1.25%
June 30, 2022 1.25%
September 30, 2022 1.25%
December 31, 2022 1.25%
March 31, 2023 1.25%
June 30, 2023 1.25%
September 30, 2023 1.25%
December 31, 2023 1.25%
March 31, 2024 1.875%
June 30, 2024 1.875%
September 30, 2024 1.875%
December 31, 2024 1.875%
March 31, 2025 2.50%
June 30, 2025 2.50%
September 30, 2025 2.50%
December 31, 2025 2.50%
March 31, 2026 3.125%
June 30, 2026 3.125%
September 30, 2026 3.125%
November 2, 2026 Remaining outstanding amounts
The Credit Agreement requires the Company to comply with various covenants,
including the following financial covenants beginning with the test period
ending December 31, 2021: (a) a maximum Total Net Leverage Ratio of 5.50:1.00,
which maximum Total Net Leverage Ratio shall decrease during certain subsequent
test periods as set forth in the Credit Agreement (provided that, no more than
once during the term of the Facilities, such maximum ratio applicable at such
time may be increased by the Borrower by 0.50:1.00 for a period of twelve (12)
months after the consummation of a material acquisition), and (b) a minimum
Interest Coverage Ratio of 2.00:1.00.
The Credit Agreement allows the Company to, among other things, make
distributions to shareholders, repurchase its stock, incur other debt or liens,
or acquire or dispose of assets provided that the Company complies with certain
requirements and limitations of the Credit Agreement.
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Concurrently with the execution of the Credit Agreement, the following
agreements were entered into:
? Guarantee by and among the Company and the domestic subsidiaries of RBCA (the
"Subsidiary Guarantors") in favor of Wells Fargo pursuant to which the Company
and the Subsidiary Guarantors are guaranteeing RBCA's obligations under the
Credit Agreement;
? Security Agreement by and among RBCA, the Company, the Subsidiary Guarantors
and Wells Fargo Bank pursuant to which the Company, RBCA and the Subsidiary
Guarantors granted a security interest in substantially all their assets to
secure RBCA's obligations under the Credit Agreement; and
? Pledge Agreement by and among RBCA, the Company, the Subsidiary Guarantors and
Wells Fargo Bank pursuant to which the Company, RBCA and the Subsidiary
Guarantors pledged substantially all their assets to secure RBCA's obligations
under the Credit Agreement.
The Credit Agreement, the Guarantee, the Pledge Agreement and the Security
Agreement (collectively, the "Agreements") are provided to give investors
information regarding their respective terms. They are not provided to give
investors factual information about the Company or any other parties thereto. In
addition, the representations, warranties and covenants contained in the
Agreements were made only for purposes of the Agreements and as of specific
dates, were solely for the benefit of the parties to the Agreements, and may be
subject to limitations agreed to by the contracting parties, including being
qualified by disclosures exchanged between the parties in connection with the
execution of the Agreements. The representations and warranties may have been
made for the purposes of allocating contractual risk between the parties to the
Agreements instead of establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties that differ from
. . .
Item 1.02 Termination of a Material Definitive Agreement.
On the Closing Date, the Company (a) repaid the outstanding amounts under its
existing Credit Agreement dated as of April 24, 2015 (as amended by Amendment
No. 1 thereto dated as of January 31, 2019 and Amendment No. 2 thereto dated as
of September 21, 2021) with Wells Fargo Bank, National Association, as
Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit
Issuer, and the other lenders party thereto, and (b) terminated the existing
Credit Agreement and related Guarantee, Security Agreement, Pledge Agreement and
ancillary agreements. No early termination penalties were incurred by the
Company. The terminated Credit Agreement was to mature on January 31, 2024. The
terminated Credit Agreement and the related Guarantee, Security Agreement and
Pledge Agreement are set forth in Exhibits 10.1, 10.2, 10.3 and 10.4,
respectively, of the Company's Current Report on Form 8-K filed April 28, 2015
and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On the Closing Date, the Company completed the acquisition from ABB Asea Brown
Boveri Ltd of ABB's mechanical power transmission division operated under the
"Dodge" brand pursuant to the terms of the Purchase Agreement (as defined in
Item 1.01, "Entry into a Material Definitive Agreement" to the Company's Current
Report on Form 8-K filed July 26, 2021). The preceding is qualified in its
entirety by reference to the Purchase Agreement. The information set forth in
Item 1.01 "Entry into a Material Definitive Agreement" to the Company's Current
Report on Form 8-K filed July 26, 2021 is hereby incorporated by reference
herein.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.
On the Closing Date, the Company drew down the $1.3 billion Term Facility to pay
a portion of the purchase price for the acquisition described in Item 2.01
"Completion of Acquisition or Disposition of Assets" above. See Item 1.01 "Entry
into a Material Definitive Agreement" above. The descriptions of the Credit
Agreement, the Guarantee, the Security Agreement and the Pledge Agreement set
forth under Item 1.01 above are hereby incorporated by reference in response to
this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements for Businesses Acquired.
The financial information required to be filed with respect to the acquired
business disclosed in Item 2.01 above was filed as part of the Company's Current
Report on Form 8-K filed on September 20, 2021.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed with respect to the
acquired business described in Item 2.01 above was filed as part of the
Company's Current Report on Form 8-K filed on September 20, 2021.
(d) Exhibits
Exhibit 10.1 Credit Agreement, dated November 1, 2021, by and among Roller
Bearing Company of America, Inc. as Borrower, RBC Bearings Incorporated, Wells
Fargo Bank, National Association, as Administrative Agent, Collateral Agent,
Swingline Lender and Letter of Credit Issuer, and various Lenders party thereto.
Exhibit 10.2 Guarantee, dated November 1, 2021, by and among RBC Bearings
Incorporated and the subsidiary guarantors party thereto in favor of Wells Fargo
Bank, National Association, as Collateral Agent.
Exhibit 10.3 Security Agreement, dated November 1, 2021, by and among Roller
Bearing Company of America, Inc., RBC Bearings Incorporated, the subsidiary
guarantors party thereto and Wells Fargo Bank, National Association, as
Collateral Agent for its benefit and the benefit of the Secured Parties.
Exhibit 10.4 Pledge Agreement, dated November 1, 2021, by and among Roller
Bearing Company of America, Inc., RBC Bearings Incorporated, the subsidiary
pledgors party thereto and Wells Fargo Bank, National Association, as Collateral
Agent for the benefit of the Secured Parties.
Item 9.01. Financial Statements and Exhibits.
Exhibits
Exhibit
Number Description
10.1 Credit Agreement, dated November 1, 2021, by and among Roller Bearing
Company of America, Inc. as Borrower, RBC Bearings Incorporated, Wells
Fargo Bank, National Association, as Administrative Agent, Collateral
Agent, Swingline Lender and Letter of Credit Issuer, and various
Lenders party thereto.
10.2 Guarantee, dated November 1, 2021, by and among RBC Bearings
Incorporated and the subsidiary guarantors party thereto in favor of
Wells Fargo Bank, National Association, as Collateral Agent.
10.3 Security Agreement, dated November 1, 2021, by and among Roller
Bearing Company of America, Inc., RBC Bearings Incorporated, the
subsidiary guarantors party thereto and Wells Fargo Bank, National
Association, as Collateral Agent for its benefit and the benefit of the
Secured Parties.
10.4 Pledge Agreement, dated November 1, 2021, by and among Roller Bearing
Company of America, Inc., RBC Bearings Incorporated, the subsidiary
pledgors party thereto and Wells Fargo Bank, National Association, as
Collateral Agent for the benefit of the Secured Parties.
104 Cover page interactive data file (embedded within the inline XBRL
document).
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