Sidley represented Regal Rexnord Corporation in its US$4.95 billion acquisition of Altra Industrial Motion Corp. Regal Rexnord acquired 100% of Altra shares in an all cash transaction for US$62.00 per share. The transaction, which was signed on October 26, 2022, closed on March 27, 2023.
The transaction involved a number of complex financing arrangements, including:
- a US$5.5 billion bridge commitment and permanent replacement term loan and revolving credit facility, as well as the amendment of Regal Rexnord’s private placement notes. Sidley’s team was led by Kelly Dybala and Sean Damm (Global Finance); and
- a US$4.7 billion of Rule 144A/Regulation S offering of Regal Rexnord Senior Notes and a tender offer/consent solicitation for Altra’s US$383 million of Senior Notes. Sidley’s team was led by Johnny Skumpija (Capital Markets).
The transaction also required regulatory approvals across the globe. Sidley’s regulatory team was led by Bill Blumenthal, Vincent Brophy, Rosanna Connolly, Jamie Sadler (Antitrust/Competition), and Alessandra Moroni (Global Arbitration, Trade, and Advocacy).
The Sidley M&A team was led by Scott Williams and Chris Hale, with Suresh Advani and Rachel Kleinberg leading Tax.
Other team members included Jessica Day, Dusty Page, André Rouillard, and Cameron Woolley (M&A and Private Equity); Nate Enfield (Tax); Alejandro Ruiz, Shneur Wolvovsky, and Alexander Waddell (Global Finance); Kayla West, Chloe Marks, Demetrius Watson, Isabella Russo-Tiesi, and Conner Collins (Capital Markets); Corey Perry, Lauren Gallagher, Peter McCorkell, Lizzy Burns, Alex Down, Amanda Casanueva, Alexa Peterson, and Caitlin Haggerty (trainee solicitor) (Employee Benefits and Executive Compensation); Jim Weiss, Natalie Chan, and Katie Sreenan (Labor and Employment); Heather Palmer and Sarah Jehl (Environmental); Flor Van Den Hende, Toni Pitesa, and Uvini Edirisinghe (Antitrust/Competition); Leslie Shubert and Allison Dapper (FCPA/Anti-Corruption); Kristen Knapp (Trade Compliance); Mark Kaufmann, Kyle Barnett, and Tomide Owolabi (Technology Transactions); and Liz McCloy and Will Otter (Real Estate).
Sidley also represented Regal Rexnord in 2021, in connection with its innovative Reverse Morris trust transaction, pursuant to which Regal acquired the PMC business of Zurn Elkay water solutions.