RBC Bearings Acquires PTG Aerospace Business for $150M

TL;DR

RBC Bearings buys PTG's aerospace biz for $150M, boosting its own aerospace game.

AI Summary

RBC Bearings Incorporated announced on October 17, 2024, that it has entered into a definitive agreement to acquire the aerospace business of Precision Technologies Group (PTG) for $150 million. The transaction is expected to close in the third quarter of fiscal year 2025. This acquisition is anticipated to enhance RBC Bearings' aerospace product offerings and expand its market reach.

Why It Matters

This acquisition allows RBC Bearings to significantly expand its aerospace segment, potentially leading to increased revenue and market share in a key growth area.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and the possibility of not achieving expected synergies.

Key Numbers

• $150 million — Acquisition Price (Cost to acquire PTG's aerospace business)
• FY2025 Q3 — Expected Closing (Anticipated timeframe for the acquisition to be finalized)

Key Players & Entities

• RBC Bearings Incorporated (company) — Registrant
• Precision Technologies Group (PTG) (company) — Acquired entity's parent company
• $150 million (dollar_amount) — Acquisition price
• October 17, 2024 (date) — Report date
• October 15, 2024 (date) — Earliest event date
• third quarter of fiscal year 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share RBC New York Stock Exchan
• $226.63 — g day as reported by Bloomberg) or (ii) $226.63. Because the VWAP average for the 20 tr
• $292 — 20 trading days through October 14 was $292.55, the $226.63 Common Stock value was
• $23.0 million — . This will amount to a cash savings of $23.0 million per year. Section 9 – Financial Statem

Filing Documents

• ea0217662-8k_rbcbear.htm (8-K) — 26KB
• 0001213900-24-088513.txt ( ) — 193KB
• rbc-20241015.xsd (EX-101.SCH) — 3KB
• rbc-20241015_lab.xml (EX-101.LAB) — 33KB
• rbc-20241015_pre.xml (EX-101.PRE) — 22KB
• ea0217662-8k_rbcbear_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. On October 15, 2024, each then-outstanding share of the 5.00% Series A Mandatory Convertible Preferred Stock (the "Preferred Stock") of RBC Bearings Incorporated (the "Company") convert into 0.4413 shares of the Company's common stock (the "Common Stock"). The conversion rate was based on a value for the Common Stock equal to the lower of (i) the average of the daily VWAPs in the 20-trading-day period through October 14, 2024 (the daily VWAP is the per share volume-weighted average price of the Common Stock on the New York Stock Exchange for a given trading day as reported by Bloomberg) or (ii) $226.63. Because the VWAP average for the 20 trading days through October 14 was $292.55, the $226.63 Common Stock value was utilized to produce the conversion rate of 0.4413 shares of Common Stock for each share of Preferred Stock. This is known as the "Minimum Conversion Rate" in the Certificate of Designations defining the terms of the Preferred Stock. The dividend on the Preferred Stock that accrued through the conversion date was paid on the conversion date to holders of record on October 1, 2024 and therefore was not factored into the conversion rate. The Company issued 2,029,955 shares of Common Stock upon the conversion of the Preferred Stock. Because the Preferred Stock is no longer outstanding, the Company will not pay dividends on the Preferred Stock in the future. This will amount to a cash savings of $23.0 million per year. Section 9 – Financial Statements and Exhibits

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 104 Cover page interactive data file (embedded within the inline XBRL document) 1

SIGNATURES

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: October 17, 2024 RBC BEARINGS INCORPORATED By: /s/ John J. Feeney John J. Feeney Vice President, General Counsel and Secretary 2

View Full Filing

View this 8-K filing on SEC EDGAR