Benzinga | Sep 20, 2021 04:52PM EDT

RBC Bearings Begins Concurrent Public Offerings Of 3M Shares, $400M In Aggregate Liquidation Preference Series A Mandatory Convertible Preferred Stock

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 that it has commenced concurrent public offerings of 3 million shares of its common stock and $400 million in aggregate liquidation preference of Series A Mandatory Convertible Preferred Stock (the "mandatory convertible preferred stock"). RBC Bearings also expects to grant the underwriters of the common stock offering a 30-day option to purchase up to an additional 450,000 shares of its common stock, and expects to grant the underwriters of the mandatory convertible preferred stock offering a 30-day option to purchase up to an additional $60 million of aggregate liquidation preference of its mandatory convertible preferred stock solely to cover over-allotments. The completion of the common stock offering will not be contingent on the completion of the mandatory convertible preferred stock offering, and the completion of the mandatory convertible preferred stock offering will not be contingent on the completion of the common stock offering. The offerings are subject to market and other conditions, and there can be no assurance as to whether or when either or both of the offerings may be completed, or as to the actual size or terms of either of the proposed offerings.

RBC Bearings is conducting the proposed offerings in connection with its financing of its previously announced pending acquisition of the Dodge Mechanical Power Transmission Business ("Dodge") of ABB Asea Brown Boveri Ltd. RBC Bearings intends to use the net proceeds from the offerings of common stock and mandatory convertible preferred stock 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.

The mandatory convertible preferred stock is expected to have a liquidation preference of $100 per share. Unless previously converted or redeemed, each outstanding share of mandatory convertible preferred stock will automatically convert, for settlement on or about October 15, 2024 (subject to postponement in certain limited circumstances), into a variable number of shares of RBC Bearings' common stock. RBC Bearings will have the right to redeem all, but not less than all, of the mandatory convertible preferred stock if RBC Bearings' pending acquisition of Dodge is not completed within a specified period of time. The dividend rate, conversion terms and other terms of the mandatory convertible preferred stock will be determined at the time of pricing of the mandatory convertible preferred stock offering and remain subject to change.

Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC are acting as joint lead book-running managers for the offerings. BofA Securities, Inc., Citigroup Capital Markets, Inc. and Truist Securities, Inc. are acting as joint book-running managers for the offerings and Citizens Capital Markets, Inc., KeyBanc Capital Markets Inc., Fifth Third Securities, Inc., Regions Securities LLC, Morgan Stanley & Co. LLC, Academy Securities, Inc. and William Blair & Company, L.L.C. are acting as co-managers for the offerings.

Each offering may be made only by means of a prospectus supplement and an accompanying prospectus. RBC Bearings has filed a registration statement (including a prospectus) and preliminary prospectus supplements with the Securities and Exchange Commission ("SEC") for the offerings to which this press release relates. Before you invest, you should read the applicable preliminary prospectus supplement and the prospectus in that registration statement and other documents RBC Bearings has filed with the SEC for more complete information about RBC Bearings and the offerings. You may obtain these documents free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, RBC Bearings, any underwriter or any dealer participating in the applicable offering will arrange to send you the applicable preliminary prospectus supplement (or, when available, the applicable final prospectus supplement) and the accompanying prospectus upon request. You may also send a request to: 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.

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.