Description of the Debt Financing. In connection with the Merger, on October 26, 2022, the Company entered into a debt commitment letter (the “Commitment Letter”) and related fee letters with JPMorgan Chase Bank, N.A. (“JPMorgan”), pursuant to which, and subject to the terms and conditions set forth therein, JPMorgan committed to provide, among other things, (i) approximately $5.5 billion in an aggregate principal amount of senior bridge loans under a 364-day senior bridge loan credit facility (the “Bridge Facility”) and (ii) a backstop credit facility in an aggregate principal amount of up to approximately $2.03 billion, consisting of a $1.0 billion backstop revolving credit facility and approximately $1.03 billion backstop term loan facilities (collectively, the “Backstop Facility”). The commitments under the Backstop Facility were subsequently reduced to $0 upon the effectiveness of the amendment to the Second Amended and Restated Credit Agreement entered into on November 17, 2022. The Bridge Facility is subject to customary closing conditions, including that substantially concurrently with the initial funding under the Bridge Facility, the Merger shall be consummated. The Company may also repay or seek amendments to its other outstanding indebtedness in connection with the Merger. The Company anticipates incurring significant fees and expenses in connection with the Merger, the amount of which is uncertain and will depend on the nature of the financing ultimately employed in connection with the Merger. For the purposes of the unaudited pro forma condensed combined financial information, Regal Rexnord assumes that it will not utilize the Bridge Facility, as the Company intends to instead obtain various forms of permanent financing as illustrated below. The unaudited pro forma condensed combined information reflects the following: · $0.84 billion upsize of Regal Rexnord’s existing term loan credit facility (the “Term A-1 Facility”) under the Second Amended and Restated Credit Agreement with JPMorgan, as administrative agent, and the lenders named therein (as amended from time to time, the “Second Amended and Restated Credit Agreement”); and
Appears in 1 contract
Description of the Debt Financing. In connection with the Merger, on October 26, 2022, the Company entered into a debt commitment letter (the “Commitment Letter”) and related fee letters with JPMorgan Chase Bank, N.A. (“JPMorgan”), pursuant to which, and subject to the terms and conditions set forth therein, JPMorgan committed to provide, among other things, (i) approximately $5.5 billion in an aggregate principal amount of senior bridge loans under a 364-day senior bridge loan credit facility (the “Bridge Facility”) and (ii) a backstop credit facility in an aggregate principal amount of up to approximately $2.03 billion, consisting of a $1.0 billion backstop revolving credit facility and approximately $1.03 billion backstop term loan facilities (collectively, the “Backstop Facility”). The commitments under the Backstop Facility were subsequently reduced to $0 upon the effectiveness of the amendment to the Second Amended and Restated Credit Agreement entered into on November 17, 2022. The Bridge Facility is subject to customary closing conditions, including that substantially concurrently with the initial funding under the Bridge Facility, the Merger shall be consummated. The Company may also repay or seek amendments to its other outstanding indebtedness in connection with the Merger. The Company anticipates incurring significant fees and expenses in connection with the Merger, the amount of which is uncertain and will depend on the nature of the financing ultimately employed in connection with the Merger. For the purposes of the unaudited pro forma condensed combined financial information, Regal Rexnord assumes that it will not utilize the Bridge Facility, as the Company intends to instead obtain various forms of permanent financing as illustrated below, and that it will repay in full its outstanding 3.90% Senior Notes due 2032 (the “Private Placement Notes”), plus accrued and unpaid interest. The unaudited pro forma condensed combined information reflects the following: · $0.84 billion upsize of Regal Rexnord’s existing term loan credit facility (the “Term A-1 Facility”) under the Second Amended and Restated Credit Agreement with JPMorgan, as administrative agent, and the lenders named therein (as amended from time to time, the “Second Amended and Restated Credit Agreement”); and
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