Attached files

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EX-4.1 - SECOND SUPPLEMENTAL INDENTURE WITH RESPECT TO THE 8.50% NOTES DUE 2018 - Rexnord Corpexhibit41.htm
EX-10.1 - INCREMENTAL ASSUMPTION AGREEMENT - Rexnord Corpexhibit101.htm


 
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 (Date of Earliest Event Reported): April 17, 2012

 
REXNORD CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

 
Delaware
001-35475
20-517013
(State of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
4701 West Greenfield Avenue
Milwaukee, Wisconsin
 
53214
(Address of Principal Executive Offices)
 
(ZIP Code)
 
 
 
 
(414) 643-3000
 
 
(Registrant's telephone number, including area code)
 
 
 
 
 
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 April 18, 2012, Rexnord Corporation's (the “Company”) subsidiaries, Chase Acquisition I, Inc., RBS Global, Inc. (“RBS Global”), Rexnord LLC, and the subsidiaries of RBS Global that are guarantors under the Second Restated Credit Agreement referred to below entered into an Incremental Assumption Agreement with Credit Suisse AG, as administrative agent and the financial institutions party thereto as increasing revolving lenders, relating to the Second Amended and Restated Credit Agreement (the “Second Restated Credit Agreement”), dated as of March 15, 2012. The Incremental Assumption Agreement, which is contemplated by the Second Restated Credit Agreement, increased the amount of the existing revolving credit commitments under the Second Restated Credit Agreement by $85.0 million, from $180.0 million to $265.0 million. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Incremental Assumption Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03
Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 8.01
Other Events.


Redemption

On April 17, 2012, the Company's subsidiaries, RBS Global and Rexnord LLC (in this Item 8.01, RBS Global and Rexnord LLC are collectively referred to as the “Issuers”) completed a full redemption (the “Redemption”) of all of the Issuers' 11.75% senior subordinated notes due 2016 (the “11.75% Notes”) that were outstanding under the indenture, dated as of July 21, 2006, among the Issuers, Chase Merger Sub, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee (as amended or supplemented, the “11.75% Notes Indenture”). The Issuers paid an aggregate of approximately $325.0 million, which consisted of $300.0 million aggregate principal amount of 11.75% Notes, plus early redemption premiums of $17.6 million and accrued interest of $7.4 million. Upon the Redemption, the 11.75% Notes Indenture was discharged in accordance with its terms, except for certain obligations of the Issuers to the trustee.

Guarantee

In addition, on April 17, 2012, the Company entered into a second supplemental indenture (the “Supplemental Indenture”), dated as of April 17, 2012, to the indenture dated as of April 28, 2010, with respect to the Issuers' 8.50% senior notes due 2018 (the “8.50% Notes”), among the Issuers, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (as amended or supplemented, the “8.50% Notes Indenture”). Pursuant to the Supplemental Indenture, the Company fully and unconditionally guaranteed the 8.50% Notes.

Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits

Exhibit No.
 
Description
 
Filed Herewith
4.1
 
Second Supplemental Indenture with respect to the 8.50% Senior Notes due 2018, by and among Rexnord Corporation, RBS Global, Inc., Rexnord LLC, the Guarantors listed therein Wells Fargo Bank, National Association, dated as of April 17, 2012.
 
X
10.1
 
Incremental Assumption Agreement, dated as of April 18, 2012 relating to the Second Amended and Restated Credit Agreement dated as of March 15, 2012, among Chase Acquisition I, Inc., RBS Global, Inc., Rexnord LLC, the lenders party thereto from time to time and Credit Suisse AG, as administrative agent.
 
X






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized this 19th day of April 2012.

 
 
 
REXNORD CORPORATION
 
 
 
BY:
/S/    Mark W. Peterson
 
Mark W. Peterson
 
 
Senior Vice President and Chief Financial Officer
 








EXHIBIT INDEX

Exhibit No.
 
Description
 
Filed Herewith
4.1
 
Second Supplemental Indenture with respect to the 8.50% Senior Notes due 2018, by and among Rexnord Corporation, RBS Global, Inc., Rexnord LLC, the Guarantors listed therein Wells Fargo Bank, National Association, dated as of April 17, 2012.
 
X
10.1
 
Incremental Assumption Agreement, dated as of April 18, 2012 relating to the Second Amended and Restated Credit Agreement dated as of March 15, 2012, among Chase Acquisition I, Inc., RBS Global, Inc., Rexnord LLC, the lenders party thereto from time to time and Credit Suisse AG, as administrative agent.
 
X