RBC Bearings Incorporated Announces Proposed Offering of Senior Notes by Roller Bearing Company of America, Inc.

RBC Bearings Incorporated (Nasdaq: ROLL) (“RBC Bearings”), a leading international manufacturer and marketer of highly engineered precision bearings and products for the industrial, defense and aerospace industries, today announced that Roller Bearing Company of America, Inc. (the “Issuer”), a wholly-owned subsidiary of RBC Bearings, intends to offer $500 million in aggregate principal amount of senior notes due 2029 (the “Notes”) in a private offering. The offering is subject to market and other conditions.

The Notes are being offered in connection with RBC Bearings’ financing of its previously announced pending acquisition of the Dodge Mechanical Power Transmission Business (“Dodge”) of ABB Asea Brown Boveri Ltd. RBC Bearings intends to use the net proceeds from the offering to fund a portion of the cash purchase price for the pending acquisition of Dodge, to pay acquisition-related fees and expenses, and for other general corporate purposes. In addition, substantially concurrently with the closing of the pending acquisition, the Issuer is expected to become the borrower under a new credit agreement.

The Issuer will cause the gross proceeds from the sale of the notes, plus certain fees and expenses, to be deposited into an escrow account until the date that certain escrow release conditions are satisfied. The escrow release conditions include, among other things, the consummation of the pending acquisition. Prior to the satisfaction of the escrow release conditions, the Notes will be obligations of the Issuer secured by a first-priority security interest in the funds held in the Issuer’s escrow account and will not be guaranteed. Following satisfaction of the escrow release conditions, the Notes will be guaranteed jointly and severally on a senior unsecured basis by RBC Bearings and each of the Issuer’s existing and future wholly-owned domestic subsidiaries that guarantees its new credit facilities.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state, and may not be offered or sold in the United States or to any U.S. person absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered and sold only to “qualified institutional buyers” in the United States pursuant to Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act.