UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 22, 2023

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ALTRA INDUSTRIAL MOTION CORP.

(exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (781) 917-0600

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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In this report, “Altra”, “Company”, “we”, “our” and “us” means Altra Industrial Motion Corp., and/or one or more of our subsidiaries, unless the context otherwise provides.

Item 8.01   Other Events.

As previously disclosed, on October 26, 2022, Altra entered into an Agreement and Plan of Merger (as amended, supplemented or modified from time to time, the “Merger Agreement”), with Regal Rexnord Corporation, a Wisconsin corporation (“Regal Rexnord”), and Aspen Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Regal Rexnord (“Merger Sub”), pursuant to which Merger Sub will merge with and into Altra, with Altra surviving the merger (the “Merger”) as a wholly owned subsidiary of Regal Rexnord.

As of March 22, 2023 the Company and Regal Rexnord have received all required regulatory approvals to complete the Merger.  The closing of the Merger is expected to occur on or around March 27, 2023, subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement.

On March 22, 2023, the Company and Regal Rexnord issued a joint press release announcing the foregoing matters. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Altra intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions, which reflect Altra’s current estimates, expectations and projections about Altra’s future results, performance, prospects and opportunities. Forward-looking statements include, among other things, the information concerning Altra’s possible future results of operations including revenue, costs of goods sold, gross margin, future profitability, future economic improvement, business and growth strategies, financing plans, expected leverage levels, Altra’s competitive position and the effects of competition, the projected growth of the industries in which we operate, Altra’s ability to consummate the Merger and other strategic transactions on the expected timeline or at all.  Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “plan”, “may”, “project”, “should”, “will”, “would”, and similar expressions or variations.  These forward-looking statements are based upon information currently available to Altra and are subject to a number of risks, uncertainties, and other factors that could cause Altra’s actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.  The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

 

In addition to the risks described above, other unknown or unpredictable factors also could affect Altra’s results.  As a result of these factors, we cannot assure you that the forward-looking statements in this communication will prove to be accurate.  Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material.  In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all.  The forward-looking statements in this communication represent our views as of the date of this communication.  We anticipate that subsequent events and developments may cause our views to change.  However, while we may elect to update these forward-looking statements at some point in the future, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.  You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this  communication.  You should read this communication and the documents that we reference in this communication completely and with the understanding that our actual future results may be materially different from what we expect.  We qualify all of our forward-looking statements by these cautionary statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REGAL REXNORD AND ALTRA ANNOUNCE RECEIPT OF ALL REQUIRED REGULATORY APPROVALS FOR MERGER

BELOIT, WI, and BRAINTREE, MA, March 22, 2023 – Regal Rexnord Corporation (NYSE: RRX) (“Regal Rexnord”) and Altra Industrial Motion Corp. (Nasdaq: AIMC) (“Altra”) jointly announced today that they have received all required regulatory approvals to complete the previously announced acquisition of all of the issued and outstanding shares of common stock of Altra, whereby a wholly owned subsidiary of Regal Rexnord will be merged with and into Altra, with Altra surviving the merger as a wholly owned subsidiary of Regal Rexnord (the “Transaction”).

The closing of the Transaction is expected to occur on or around March 27, 2023, subject to the satisfaction or waiver of the remaining closing conditions set forth in the merger agreement between the parties.

J.P. Morgan and Incentrum Group are serving as financial advisors and Sidley Austin LLP is serving as legal advisor to Regal Rexnord.

Goldman Sachs & Co. LLC is serving as sole financial advisor and Cravath, Swaine & Moore LLP is serving as legal advisor to Altra.

Regal Rexnord Corporation is a global leader in the engineering and manufacturing of industrial powertrain solutions, power transmission components, electric motors and electronic controls, air moving products, and specialty electrical components and systems, serving customers around the world. Through longstanding technology leadership and an intentional focus on producing more energy-efficient products and systems, Regal Rexnord helps create a better tomorrow – for its customers and for the planet.

Regal Rexnord is comprised of four operating segments: Motion Control Solutions, Climate Solutions, Commercial Systems and Industrial Systems. Regal Rexnord is headquartered in Beloit, Wisconsin and has manufacturing, sales, and service facilities worldwide. For more information, visit RegalRexnord.com.

Robert Barry, VP - Investor Relations

608-361-7530

Altra Industrial Motion Corp. is a premier industrial global manufacturer and supplier of highly engineered motion control, automation, and power transmission systems and components. Altra’s portfolio consists of 26 well-respected brands including Bauer Gear Motor, Boston Gear, Kollmorgen, Portescap, Stromag, Svendborg Brakes, TB Wood’s, Thomson and Warner Electric. Headquartered in Braintree, Massachusetts, Altra has over 9,000 employees and 47 production facilities in 17 countries around the world.

Investor Relations

781-917-0600

E-mail: ir@altramotion.com

This release contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, concerning Regal Rexnord, Altra, the proposed transaction between Regal Rexnord and Altra (the “Transaction”), and other matters. These forward-looking statements generally include statements regarding the expected timetable for completing the Transaction, the ability to complete the Transaction and other matters. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “confident,” “estimate,” “expect,” “intend,” “plan,” “target,” “may,” “will,” “project,” “forecast,” “would,” “could,” “should,” and similar expressions. These forward-looking statements are based upon information currently available to Regal Rexnord and Altra and are subject to a number of risks, uncertainties, and other factors that could cause actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors that could cause actual results to differ materially from the results referred to in the forward-looking statements Regal Rexnord and Altra make in this release include: the possibility that the conditions to the consummation of the Transaction will not be satisfied on the terms or timeline expected, or at all; unexpected difficulties in connection with the Transaction; litigation associated with the Transaction and other risks and uncertainties including, but not limited, to those described in the section entitled “Risk Factors” in Regal Rexnord’s Annual Report on Form 10-K on file with the SEC and from time to time in other filed reports of Regal Rexnord including Regal Rexnord’s Quarterly Reports on Form 10-Q, and including those described in the “Risk Factors” and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Altra’s Annual Report on Form 10-K on file with the SEC and from time to time in other filed reports of Altra including Altra’s Quarterly Reports on Form 10-Q. For a more detailed description of the risk factors associated with Regal Rexnord, please refer to Part I, Item 1A in the Regal Rexnord Annual Report on Form 10-K for the fiscal year ended December 31, 2022 on file with the SEC and subsequent SEC filings. For a more detailed description of the risk factors associated with Altra, please refer to Part I, Item 1A in the Altra Annual Report on Form 10-K for the fiscal year ended December 31, 2022 on file with the SEC and subsequent SEC filings. Shareholders and stockholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this release are made only as of the date of this release and Regal Rexnord and Altra undertake no obligation to update any forward-looking information contained in this release or with respect to the announcements described herein to reflect subsequent events or circumstances.