Business Context and Reporting Period
Company: Regal Rexnord Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: November 21, 2025
Event: Entry into a Material Definitive Agreement (Third Amended and Restated Credit Agreement).
Key Financial Metrics and Debt Structure
The filing details a new credit facility structure replacing the existing agreement dated March 28, 2022. Key terms include:
- Delayed Draw Term Loan Facility: Up to $850,000,000, maturing February 21, 2029.
- Revolving Line of Credit: Up to $1,500,000,000 (in Dollars or various currencies), maturing November 21, 2030.
- Interest Rate Benchmark: SOFR plus a margin spread adjusted quarterly based on the Funded Debt to EBITDA Ratio.
- Financial Covenants:
- Funded Debt to EBITDA Ratio: Maximum 4.00:1.00 for the first two fiscal quarters post-closing; maximum 3.75:1.00 thereafter. An election may increase this to 4.25:1.00 for four quarters following an acquisition of at least $150,000,000.
- Interest Coverage Ratio: Minimum 3.00:1.00.
Material Changes and Use of Proceeds
The new agreement amends and restates the entire Existing Credit Agreement. The Company intends to use the facilities for the following purposes:
- Refinance the Existing Credit Agreement.
- Refinance the 6.050% Senior Notes due 2026.
- Pay fees, costs, and expenses associated with the transaction.
- Fund working capital needs, capital expenditures, and general corporate purposes.
Guidance, Risks, and Restrictions
The filing does not provide updated revenue guidance or management commentary on operational outlook. However, it outlines significant contractual restrictions:
- Debt and Liens: Restrictions on incurring additional debt or creating liens on assets.
- Corporate Actions: Restrictions on the ability to merge or sell all or substantially all assets.
- Guarantees: Obligations are guaranteed by Subsidiary Guarantors.
Investor Verification Checklist
- Verify the exact amount drawn from the $850 million Delayed Draw Term Loan Facility, as it is a "delayed draw" instrument.
- Confirm the specific timing and execution of the refinancing of the 6.050% Senior Notes due 2026.
- Review the full text of Exhibit 10.1 for detailed definitions of "Funded Debt" and "EBITDA" to assess covenant headroom.
- Monitor the Company's Funded Debt to EBITDA Ratio to ensure compliance with the 3.75:1.00 threshold after the initial two-quarter period.