United States securities and exchange commission logo
June 4, 2021
Thomas Valentyn
Vice President, General Counsel and Secretary
REGAL BELOIT CORP
200 State Street
Beloit, Wisconsin 53511
Re: REGAL BELOIT CORP
Registration
Statement on Form S-4
Filed May 10, 2021
File No. 333-255982
Dear Mr. Valentyn:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed May 10, 2021
Questions and Answers
Q: How will the post-Merger ownership of Regal between Rexnord
stockholders..., page 8
1. We note your disclosure
on page 9 that the companies have sought a ruling from the IRS
that the Overlap
Shareholders should be taken into account to satisfy the 50%
requirement. Please
explain why you believe that such shareholders may not be counted
toward the 50% such
that you have introduced the Overlap Shareholder concept.
Thomas Valentyn
FirstName LastNameThomas Valentyn
REGAL BELOIT CORP
Comapany
June 4, 2021NameREGAL BELOIT CORP
June 4,
Page 2 2021 Page 2
FirstName LastName
2. Please add tabular disclosure that addresses each of the different
scenarios discussed
beginning on page 67, including the no counting scenario. Identify the
number of shares to
be issued to the former Land stockholders under each scenario and
their resulting
ownership percentages. Provide the exchange ratio payment and the
total merger
consideration for each scenario. Clarify how the different scenarios
will impact the former
stockholders of Land that are and are not Overlap Shareholders.
Finally, please explain
why the Reverse Morris Trust structure is the superior choice despite
the uncertain tax
treatment.
Q: What is the Regal Special Dividend?, page 9
3. Please expand to disclose the range of the Regal Special Dividend that
could be paid per
share under different scenarios, as well as the range under the
reasonable assumption that
the outcome of the variables will likely result in an outcome
somewhere between the
Partial Counting Scenario and the Full Counting Scenario, and at
midpoint of that range.
Please clarify, if true, that investors will not know the amount of
the Regal Special
Dividend at the time of the Regal and Rexnord Special Meetings. Please
also disclose the
material tax consequences of the Regal Special Dividend.
Interests of Directors and Executive Officers in the Merger, page 25
4. Please disclose whether any directors or officers are shareholders of
both Regal and
Rexnord.
Opinion of Barclays
Selected Comparable Company Analysis, page 112
5. Please expand to provide further detail as to how the comparable
companies listed are
reasonably similar to that of Regal and its subsidiary businesses and
to that of the PMC
Business "because their businesses and operating profiles."
Exclusive Forum, page 184
6. We note your disclosure that unless a majority of the Regal board of
directors consents in
writing to the selection of an alternative forum, the federal district
courts of the United
States, to the fullest extent permitted by law, shall be the sole and
exclusive forum for the
resolution of any action asserting a cause of action arising under the
Securities Act.
Please revise to state that there is uncertainty as to whether a court
would enforce such
provision and that investors cannot waive compliance with the federal
securities laws and
the rules and regulations thereunder. In that regard, we note that
Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder.
Thomas Valentyn
FirstName LastNameThomas Valentyn
REGAL BELOIT CORP
Comapany
June 4, 2021NameREGAL BELOIT CORP
June 4,
Page 3 2021 Page 3
FirstName LastName
Combined Company Unaudited Pro Forma Condensed Combined Financial Information
Combined Company Unaudited Pro Forma Condensed Combined Balance Sheet, page 221
7. Please revise the pro forma balance sheet to disclose the historical
and pro forma common
stock issued and outstanding. Please also revise the disclosures on
page 240 to disclose
the pro forma common stock issued and outstanding under each scenario.
8. In order for investors to more clearly understand the debt and equity
structure of PMC
prior to the merger, please revise the pro forma balance sheet to
present a sub-total
following the pre-merger adjustments.
Notes to Combined Company Unaudited Pro Forma Condensed Combined Financial
Information, page 223
9. Refer to note 2 on page 223. We note the disclosures related to the
adjustments required to
reflect PMC s audited transition period for the nine months ended
December 31, 2020 to
the annual period presented in the pro forma statement of operations.
In order for investors
to more easily reconcile the disclosures in the pro forma statement of
operations to PMC s
historical financial statements, please revise note 2 to present the
transition period for the
nine months ended December 31, 2020 and the related adjustments that
are necessary to
reconcile the transition period to the annual amounts presented in the
pro forma statement
of operations.
10. Refer to note 3 on page 225. In regard to the reclassifications
related to Regal, please tell
us the specific nature of the restructuring charges included in cost
of sales and more fully
explain to us how and why you determined reclassifying these
restructuring charges is
appropriate. Please also tell us the specific nature of PMC's
restructuring charges and
more fully explain to us how you determined the current classification
of these
restructuring charges is appropriate.
11. Refer to note 5 on page 230. Please address the following:
More fully explain to us the calculation of the estimated exchange
ratio, including the
determination of the additional shares of Regal to be issued;
More fully explain to us how the amount of the estimated Regal
special dividend was
determined; and
More fully explain to us the disclosures related to the estimated
fair value of the
share-based compensation awards attributable to pre-combination
services.
Remainco Unaudited Pro Forma Condensed Combined Financial Information, page 241
12. Please revise the pro forma statements of operations on pages 245 and
246 to comply with
Rule 11-02(b)(1) of Regulation S-X.
Thomas Valentyn
FirstName LastNameThomas Valentyn
REGAL BELOIT CORP
Comapany
June 4, 2021NameREGAL BELOIT CORP
June 4,
Page 4 2021 Page 4
FirstName LastName
Notes to Remainco Unaudited Pro Forma Condensed Combined Financial Information,
page 247
13. Refer to Note 2(f) on page 247. Please reconcile the impact to
retained earnings to the pro
forma adjustments disclosed in the footnotes.
14. Refer to Note 3 on page 249. Please address the material limitations
of management
adjustments, including any material assumptions or uncertainties of
such adjustments.
Refer to the updated guidance in Rule 11-02(a)(7) of Regulation S-X
and Section II.D of
SEC Release 33-10786.
Material U.S. Federal Income Tax Consequences of the Transactions, page 251
15. Please revise to clarify whether the parties can waive the receipt
requirements of the
Rexnord Tax Opinion or the Regal Tax Opinion.
16. Please remove the statements on pages 252 and 254 that the tax
opinions cannot be relied
on if any of the assumptions, representations or covenants is
incorrect, incomplete or
inaccurate or is violated in any material respect, in which case the
validity of the opinion
may be affected and the U.S. federal income tax consequences of the
Spin-Off could
differ materially from those described below.
Certain Beneficial Owners of Regal Common Stock, page 261
17. Please revise to add columns showing beneficial ownership of the Regal
shares after the
completion of the merger.
General
18. Please provide updated interim financial statements and related
disclosures as required by
Rule 3-12 of Regulation S-X.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact SiSi Cheng at 202-551-5004 or Anne Mcconnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Anne Parker at 202-551-3611 with any
other questions.
Thomas Valentyn
REGAL BELOIT CORP
June 4, 2021
Page 5
FirstName LastNameThomas Valentyn Sincerely,
Comapany NameREGAL BELOIT CORP
Division of Corporation Finance
June 4, 2021 Page 5 Office of Manufacturing
FirstName LastName