REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • February 19th, 2021 • Rexnord Corp • General industrial machinery & equipment • Delaware
This Real Estate Matters Agreement (this “Agreement”) is entered into on February 15, 2021, by and among (i) Rexnord Corporation, a Delaware corporation (“Remainco”) (ii) Land Newco, Inc., a Delaware corporation and wholly owned indirect Subsidiary of Remainco (“Spinco”); and Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner”) (each a “Party” and together, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG REXNORD CORPORATION, LAND NEWCO, INC. AND REGAL BELOIT CORPORATION DATED AS OF FEBRUARY 15, 2021Separation and Distribution Agreement • February 19th, 2021 • Rexnord Corp • General industrial machinery & equipment • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of February 15, 2021, by and among: (i) Rexnord Corporation, a Delaware corporation (“Remainco”); (ii) Land Newco, Inc., a Delaware corporation and wholly owned indirect Subsidiary of Remainco (“Spinco”); and Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner”) (each a “Party” and together, the “Parties”).
TAX MATTERS AGREEMENT BY AND AMONG Rexnord Corporation, LAND NEWCO, INC., AND REGAL BELOIT CORPORATION DATED AS OF FEBRUARY 15, 2021Tax Matters Agreement • February 19th, 2021 • Rexnord Corp • General industrial machinery & equipment • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of February 15, 2021, by and among Rexnord Corporation, a Delaware corporation (“Remainco”), Land Newco, Inc., a Delaware corporation and indirect wholly owned subsidiary of Remainco (“Spinco,” and together with Remainco, the “Companies,” and each a “Company”), and Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner,” and together with Remainco and Spinco, the “Parties,” and each a “Party”).
AGREEMENT AND PLAN OF MERGER among REGAL BELOIT CORPORATION PHOENIX 2021, INC. REXNORD CORPORATION AND LAND NEWCO, INC. Dated as of February 15, 2021Merger Agreement • February 19th, 2021 • Rexnord Corp • General industrial machinery & equipment • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 15, 2021, by and among: (i) Rexnord Corporation, a Delaware corporation (“Remainco”); (ii) Land Newco, Inc., a Delaware corporation and wholly owned indirect subsidiary of Remainco (“Spinco”); (iii) Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner”); and (iv) Phoenix 2021, Inc., a Delaware corporation and wholly owned subsidiary of RMT Partner (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • February 19th, 2021 • Rexnord Corp • General industrial machinery & equipment • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is entered into as of February 15, 2021 (the “Execution Date”), by and among Rexnord Corporation, a Delaware corporation (“Remainco”), Land Newco, Inc., a Delaware corporation and wholly owned indirect Subsidiary of Remainco (“Spinco”), and Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner”), and, with the exception of Section 2(a)(iv) and Section 3(a) with respect to RBS, and with the exception of Section 2(c), will be effective as of the Separation Effective Time and is contingent on Closing (“Effective Date”).
EMPLOYEE MATTERS AGREEMENT BY AND AMONG REXNORD CORPORATION, LAND NEWCO, INC. AND REGAL BELOIT CORPORATION DATED AS OF FEBRUARY 15, 2021Employee Matters Agreement • February 19th, 2021 • Rexnord Corp • General industrial machinery & equipment • Delaware
This Employee Matters Agreement (this “Agreement”) is entered into as of February 15, 2021 (the “Agreement Effective Date”), by and among: (i) Rexnord Corporation, a Delaware corporation (“Remainco”); (ii) Land Newco, Inc., a Delaware corporation and wholly owned indirect Subsidiary of Remainco (“Spinco”); and (iii) Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner”) (each a “Party” and together, the “Parties”).
