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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: July 21, 2025 (Date of earliest
event reported: July 18, 2025)
RBC BEARINGS INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40840 |
|
95-4372080 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
One Tribology Center
Oxford, CT 06478
(Address of principal executive offices) (Zip Code)
(203) 267-7001
(Registrant’s telephone number, including
area code)
N/A
(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 (see
General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
RBC |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement
On July 18, 2025 Roller Bearing Company of America,
Inc. (“RBCA”), a subsidiary of RBC Bearings Incorporated, drew down $200.0 million on its $500.0 million revolving credit
facility with Wells Fargo Bank, National Association, and the other members of the lender group (the “Revolver”), and used
the money to pay a portion of the purchase price to acquire VACCO Industries. See Item 8.01 “Other Events” below.
Following this borrowing, there was $296.3 million
of undrawn capacity under the Revolver. All borrowings under the Revolver are due upon the expiration of the Revolver in November 2026,
but may be repaid at any time prior to such expiration. For information about the Revolver, see Item 7 “Management’s Discussion
and Analysis of Financial Condition and Results of Operations—Liquidity—Domestic Credit Facility” in our Annual Report
on Form 10-K filed with the Securities and Exchange Commission on May 16, 2025.
Item 8.01 Other Events.
On July 18, 2025 RBCA completed the previously-announced
acquisition of VACCO Industries from ESCO Technologies Inc. for $275.0 million in cash, subject to certain post-closing adjustments. The
purchase price was paid with borrowing under the Revolver (see Item 2.03 “Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement” above) and cash on hand.
VACCO, located in South El Monte, California, manufactures
valves, manifolds, regulators, filters, and other precision components and subsystems for space and naval defense applications.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 104 |
| Cover page interactive data file (embedded within the inline
XBRL document) |
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: July 21, 2025
| |
RBC BEARINGS INCORPORATED |
| |
|
|
| |
By: |
/s/ John J. Feeney |
| |
|
John J. Feeney |
| |
|
Vice President, General Counsel and Secretary |
