UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
report: December 1, 2010 (Date of earliest event
reported: November 30,
2010)
RBC
BEARINGS INCORPORATED
(Exact
name of registrant as specified in its charter)
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Delaware
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333-124824
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95-4372080
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One
Tribology Center
Oxford,
CT 06478
(Address
of principal executive offices) (Zip Code)
(203)
267-7001
(Registrant’s
telephone number, including area code)
N/A
(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 (see
General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement.
On
November 30, 2010 RBC Bearings Incorporated ("the Company") and Roller Bearing
Company of America, Inc., ("RBCA") entered into a Credit Agreement and
related Guaranty and Security Agreements and related ancillary agreements with
certain Lenders signatory thereto, J.P. Morgan Chase Bank, N.A., as
Administrative Agent, and J.P. Morgan Chase Bank, N.A.
and KeyBank National Association as Co-Lead Arrangers and Joint Lead
Book Runners. The Credit Agreement provides RBCA, as Borrower, with a $150
million five-year senior secured revolving credit facility. The credit facility
can be increased by up to $100 million, in increments of $25 million,
under certain circumstances and subject to certain conditions (including the
receipt from one or more lenders of the additional commitment).
Amounts
outstanding under the credit facility generally bear interest at the prime rate
or Libor plus a specified margin, depending on the type of borrowing being made.
The applicable margin is based on the Company's consolidated ratio of net debt
to adjusted EBITDA from time to time. Currently, the Company's margin is 0.5%
for prime rate loans and 1.5% for Libor rate loans.
Amounts
outstanding under the credit facility are generally due and payable on the
expiration date of the Credit Agreement (November 30, 2015). The Company can
elect to prepay some or all of the outstanding balance from time to time without
penalty.
The
Credit Agreement requires the Company to comply with various covenants,
including among other things, financial covenants to maintain the
following:
A ratio
of consolidated net debt to adjusted EBITDA not to exceed 3.25 to
1.
A
consolidated fixed charge coverage ratio not to exceed 1.5 to 1.
The
Credit Agreement allows the Company to, among other things, make distributions
to shareholders, repurchase its stock, incur other debt or liens, or acquire or
dispose of assets provided that the Company complies with certain requirements
and limitations of the Credit Agreement.
The
Company's obligations under the Credit Agreement are secured by a Security
Agreement providing for a pledge of substantially all of the Company's and
RBCA's and its subsidiaries' assets and by a Guaranty Agreement by the Company
of RBCA's obligations.
On
November 30, 2010, the Company borrowed approximately $30.0 million under the
revolving credit facility and used such funds, to repay the approximately $30.0
million balance outstanding under the Company's old credit facility. See Item
1.02. "Termination of a Material Definitive Agreement" below.
The
Credit Agreement, Guaranty Agreement and Security Agreement
(collectively, the "Agreements") are provided to give investors information
regarding their respective terms. They are not provided to give investors
factual information about the Company or any other parties thereto. In addition,
the representations, warranties and covenants contained in the Agreements were
made only for purposes of those Agreements and as of specific dates, were solely
for the benefit of the parties to those Agreements, and may be subject to
limitations agreed by the contracting parties, including being qualified by
disclosures exchanged between the parties in connection with the execution of
the Agreements. The representations and warranties may have been made for the
purposes of allocating contractual risk between the parties to the Agreements
instead of establishing these matters as facts, and may be subject to standards
of materiality applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party beneficiaries under these
Agreements and should not view the representations, warranties and covenants or
any descriptions thereof as characterizations of the actual state of facts or
conditions of the Company.
The
Company maintains a variety of relationships with a number of the lenders that
are parties to the Credit Agreement, including comprehensive banking services
that involve the majority of the Company’s treasury receipt and disbursement
operations, foreign currency borrowing arrangements, letter of credit and
foreign exchange needs.
The above
summary of the Credit Agreement is qualified in its entirety by reference to the
full text of the Credit Agreement, a complete copy of which is attached hereto
as Exhibit 10.1 and is hereby incorporated by reference in response to this
Item 1.01.
The above
summary of the Guaranty Agreement is qualified in its entirety by reference to
the full text of the Guaranty Agreement, a complete copy of which is attached
hereto as Exhibit 10.2 and is hereby incorporated by reference in response
to this Item 1.01.
The above
summary of the Security Agreement is qualified in its entirety by reference to
the full text of the Security Agreement, a complete copy of which is attached
hereto as Exhibit 10.3 and is hereby incorporated by reference in response
to this Item 1.01.
Item
1.02 Termination of A Material Definitive Agreement.
On
November 30, 2010 the Company repaid the approximately $30.0 million
Libor note outstanding under its existing June 26, 2006 Credit
Agreement with certain lenders and KeyBank National Association as Agent, and
terminated the existing Credit Agreement, Security, Guaranty and ancillary
agreements. No early termination penalties were incurred by the
Company.
Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
See Item
1.01 "Entry into a Material Definitive Agreement" above. The descriptions of the
Credit Agreement, the Guaranty Agreement and the Security Agreement
set forth under Item 1.01 above are hereby incorporated by reference in
their entirety in response to this Item 2.03.
Item
8.01 Other Events.
On
November 30, 2010, the Company issued a press release announcing a new $150
million 5-year senior secured revolving credit facility. A copy of the press
release is attached hereto as Exhibit 99.1, which is incorporated herein by
reference.
Item 9.01
Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.1 Credit
Agreement, dated as of November 30, 2010 among Roller Bearing
Company of America, Inc. as Borrower and various Lenders signatory
thereto.
Exhibit 10.2 Guaranty
Agreement dated November 30, 2010, by and between RBC Bearings Incorporated and
J.P. Morgan Chase Bank, N.A., as Administrative Agent.
Exhibit 10.3 Security
Agreement, dated November 30, 2010, by and between Roller Bearing Company of
America, Incorporated and J.P. Morgan Chase Bank, N.A., as Administrative
Agent for the benefit of the Secured Creditors.
Exhibit 99.1 Company
Press Release dated November 30, 2010.
SIGNATURES
According
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
Date:
December 1, 2010
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RBC
BEARINGS INCORPORATED
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By:
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/s/
Thomas J. Williams
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Name:
Thomas J. Williams
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Title:
Corporate General Counsel &
Secretary
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