Form 424B5 RBC Bearings INC

0

Filed in accordance with Rule 424 (b) (5)

Registration number 333-259669

Subject to completion, as of September 20, 2021

SUPPLEMENT TO THE PRELIMINARY PROSPECTUS
TO THE SEPTEMBER 20, 2021 PROSPECTUS

$ 400,000,000

% Series A Mandatory Convertible Preferred Shares

We are offering a $ 400,000,000 aggregate liquidation preference of our% Series A Mandatory Convertible Preferred Shares (our “Mandatory Convertible Preferred Shares”). In addition, we have granted the Underwriters an option, which may be exercised within 30 days of the date of this Prospectus Supplement, to purchase up to an additional $ 60,000,000 in full liquidation priority of mandatory convertible preferred shares. only to cover over-allocations.

DIVIDENDS

The mandatory convertible preferred shares will accumulate cumulative dividends at an annual rate equal to% on the liquidation preference thereof, or $ 100 per share of the mandatory convertible preferred shares. Dividends on mandatory convertible preferred shares will be payable when, as declared by our board of directors, out of funds legally available for their payment to the extent that they are paid in cash, quarterly in arrears on the 15th. January, April 15, July 15 and October 15 of each year, beginning January 15, 2022 and ending October 15, 2024 inclusive. Dividends declared on the Mandatory Convertible Preferred Shares will be payable, at our option, in cash, in shares of our common shares or in a combination of cash and shares of our common shares, in the manner and subject to the provisions described in this prospectus supplement.

MANDATORY TRANSFORMATION

Unless previously converted or redeemed, each mandatory convertible preferred share will automatically convert for settlement on or around October 15, 2024, into shares between and of our common shares (the “minimum conversion rate” and the “ maximum conversion ”, respectively). Each of the Minimum Conversion Rate and the Maximum Conversion Rate is subject to an adjustment as described in this Prospectus Supplement.

The conversion rate which will apply to mandatory conversions will be determined on the basis of the average of the “daily VWAPs” (as defined in this prospectus supplement) over the 20 consecutive “VWAP trading days” (as defined in this prospectus supplement) beginning on and including the 21st “scheduled trading day” (as defined in this prospectus supplement) immediately before October 15, 2024. The conversion rate applicable to mandatory conversions may, in certain circumstances, be increased to compensate preferred shareholders for certain unpaid accrued dividends. .

EARLY CONVERSION

Holders of our Mandatory Convertible Preference Shares will have the right to convert all or part of their Mandatory Convertible Preference Shares into shares of our Common Shares at any time until the close of business on the Mandatory Conversion Date. Early conversions that are not related to a “fundamental catch-up change” (as defined in this prospectus supplement) will be settled at the minimum conversion rate. In addition, the conversion rate applicable to such early conversion may in certain circumstances be increased to compensate the holders of our mandatory convertible preferred shares for certain unpaid accrued dividends.

If a fundamental change occurs, preferred shareholders will, in certain circumstances, have the right to convert their mandatory convertible preferred shares at an increased conversion rate for a specified period and to receive an amount to compensate them for certain unpaid accrued dividends. and all remaining future dividend payments.

OPTIONAL REDEMPTION

If an “acquisition non-occurrence event” (as defined in this prospectus supplement) occurs, we will have the right to redeem all, but not less than all, of the mandatory convertible preferred shares at the price of redemption described in this prospectus. extra charge.

ADDITIONAL OFFERS

In conjunction with this offering of our mandatory convertible preferred shares, we plan to offer 3,000,000 shares of our common shares (the “Concurrent Offer of Common Shares”), plus up to 450,000 additional shares of our shares. Common Shares as the Underwriters of the Concurrent Offer of Common Shares The Offer has the option to purchase from us. The simultaneous offering of ordinary shares is made in accordance with a separate prospectus supplement and the accompanying prospectus in connection with a public offering registered under the Securities Act of 1933, as amended (the “Securities Act”) . In addition to this offering, one of our subsidiaries intends to offer $ 500.0 million in aggregate principal amount of its senior unsecured notes (the “Senior Notes”). The offering of Senior Notes (the “Offering of Senior Notes” and, in conjunction with the concurrent offering of Common Shares, the “Additional Offers”) should be made in accordance with a confidential offering memorandum only. qualified institutional buyers (as defined in Rule 144A under the Securities Act) or non-US persons (as defined in Regulation S under the Securities Act) outside the United States in exempt transactions the Securities Act registration and prospectus delivery requirements. Completion of this offer is not conditional on completion of any of the additional offers, and none of the additional offers is contingent on completion of this or the other additional offer. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or the solicitation of an offer to buy, any of our common shares offered under the concurrent offer of common shares or senior tickets.

SEO; ORDINARY ACTIONS

There is currently no public market for the mandatory convertible preferred shares. We intend to apply for the mandatory convertible preferred shares to be listed on the Nasdaq Global Select Market under the symbol “ROLLP”. If the listing is approved, we expect trading to commence within 30 days of the date the mandatory convertible preferred share is first issued. Our common shares are listed on the Nasdaq Global Select Market under the symbol “ROLL”. On September 16, 2021, the last published selling price of our common shares was $ 212.24 per share.

Per share

Total

Public offer price

$       $      

Subscription discounts and commissions(1)

$ $

Product, before expenses, to us

$ $

(1)

For more information on subscribing to compensation, see “Subscription”.

Investing in our mandatory convertible preferred shares involves risks which are described in the “Risk Factors” sections of this prospectus supplement and in the accompanying prospectus, the “Risk Factors” section of our annual report on form 10-K for the fiscal year ended in April. 3, 2021 and in other documents we have filed with the Securities and Exchange Commission (the “SEC”) which are incorporated by reference herein and in the accompanying prospectus.

Neither the Securities and Exchange Commission, nor any state or foreign securities commission or regulatory authority has approved or disapproved of the mandatory convertible preferred shares or the shares of our common shares issuable therein or in respect of them. ‘have approved the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any statement to the contrary is a criminal offense.

The Underwriters expect to deliver the mandatory convertible preferred shares in book-entry form through the facilities of The Depository Trust Company on or around 2021.

Joint bookkeepers

Goldman Sachs & Co. LLC

Wells Fargo Securities

BofA Titles

Citigroup

Truist Securities

Co-managers

Citizen capital markets

KeyBanc Capital Markets

Fifth third titles

Regions Securities LLC

Morgan stanley

ACADEMY TITLES

Guillaume Blair

Prospectus supplement dated 2021.


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