RBC BEARINGS INC: entering into a material definitive agreement, terminating a material definitive arrangement, entering into the acquisition or disposal of assets, creating a direct financial obligation or an obligation under a registrant’s off-balance sheet arrangement, financial statements and supporting documents (Form 8-K)
Item 1.01 Conclusion of a Material Definitive Agreement.
Date Term Loan Facility Repayment Amount
March 31, 20221.25% June 30, 20221.25% September 30, 20221.25% December 31, 20221.25% March 31, 20231.25% June 30, 20231.25% September 30, 20231.25% December 31, 20231.25% March 31, 20241.875% June 30, 20241.875% September 30, 20241.875% December 31, 20241.875% March 31, 20252.50% June 30, 20252.50% September 30, 20252.50% December 31, 20252.50% March 31, 20263.125% June 30, 20263.125% September 30, 20263.125% November 2, 2026Remaining outstanding amounts
The credit agreement requires the Company to comply with various covenants, including the following financial covenants from the test period ending
The credit agreement allows the company, among other things, to make distributions to shareholders, to redeem its shares, to incur other debts or privileges, or to acquire or dispose of assets provided that the company complies with certain requirements and limitations of the credit agreement.
At the same time as the signing of the Credit Agreement, the following agreements were concluded:
? Guarantee by and between the Company and the national subsidiaries of RBCA (the
“Guarantee Subsidiaries”) in favor of Wells Fargo under which the Company
and the subsidiary guarantors guarantee RBCA’s obligations under the
? Guarantee contract by and between RBCA, the Company, the Guaranteeing Subsidiaries
The guarantors have granted security on substantially all of their assets to
guarantee RBCA’s obligations under the credit agreement; and
? Pledge agreement by and between RBCA, the Company, the Guarantor Subsidiaries and
Guarantors have pledged substantially all of their assets to secure RBCA’s obligations
under the credit agreement.
The Credit Agreement, Guarantee, Collateral Agreement and Guarantee Agreement (collectively, “Contracts”) are provided to provide investors with information regarding their respective terms. They are not provided to provide investors with factual information about the Company or any other party to it. In addition, the representations, warranties and undertakings contained in the agreements were made only for the purposes of the agreements and on specific dates, were only for the benefit of the parties to the agreements and may be subject to limitations agreed to by the contractor. parties, including subject to the information exchanged between the parties within the framework of the execution of the Contracts. Representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreements instead of establishing such matters as facts, and may be subject to materiality standards applicable to the contracting parties which differ from. . .
Item 1.02 Termination of a Material Definitive Agreement.
At the closing date, the
and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposal of Assets.
On the closing date, the Company completed the acquisition of
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 on
Item 9.01 Financial statements and supporting documents.
(a) Financial statements of acquired businesses.
The financial information 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
(b) Pro Forma Financial Information.
The pro forma financial information 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
Exhibit 10.1 Credit agreement, dated
Exhibit 10.2 Warranty, dated
Exhibit 10.3 Guarantee contract, dated
Exhibit 10.4 Pledge agreement, dated
Article 9.01. Financial statements and supporting documents.
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 Incorporatedand 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). 3
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