Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Introductory Note of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.
Concurrently with the closing of the Merger, the Company terminated all
commitments outstanding under that certain Credit Agreement, dated as of
Concurrently with the closing of the Merger,
Upon termination of the Loan Agreement, each of the following agreements was
automatically terminated: (i) that certain Master Framework Agreement by and
among HRC,
Concurrently with the closing of the Merger, the Company satisfied and
discharged its obligations under (i) that certain Indenture, by and among the
Company, as issuer, the guarantors party thereto and
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. . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report is incorporated herein by reference.
At the Effective Time, each share of common stock, no par value, of the Company
(the "Common Stock") outstanding immediately prior to the Effective Time (other
than certain excluded shares as described in the Merger Agreement) was cancelled
and converted into the right to receive cash in the amount of
At the Effective Time, (a) each stock option to purchase shares of Common Stock that was outstanding immediately prior to the Effective Time became fully vested and was cancelled and converted into the right to receive a cash payment, without interest, equal to the product of (i) the Merger Consideration, net of the applicable exercise price, and (ii) the number of shares of Common Stock subject to such stock option immediately prior to the Effective Time, less applicable taxes, (b) each Hillrom restricted stock unit award that was outstanding immediately prior to the Effective Time and was granted prior to the date of the Merger Agreement became fully vested and was cancelled and converted into the right to receive a cash payment, without interest, equal to the product of (i) the Merger Consideration and (ii) the number of shares of Common Stock subject to such award immediately prior to the Effective Time, less applicable taxes, (c) each Hillrom restricted stock unit that was granted on or after the date of the Merger Agreement was converted into a Baxter restricted stock unit award based on a ratio of the value of the Merger Consideration to the value of a share of Company common stock as of the Effective Time and will remain subject to the original vesting schedule and continued service requirements, with acceleration of vesting upon certain qualifying terminations of employment, and (d) each Hillrom performance-based restricted stock unit award that was outstanding immediately prior to the Effective Time became fully vested and was cancelled and converted into the right to receive a cash payment, without interest, equal to the product of (i) the Merger Consideration and (ii) the number of shares subject to such award immediately prior to the Effective Time, based on a payout percentage of 146% (in the case of any such award granted in Hillrom's 2020 fiscal year) or 187.5% (in the case of any such award granted in Hillrom's 2021 fiscal year), less applicable taxes. Under the terms of the Merger Agreement, any Hillrom restricted stock unit granted to a non-employee director on or after the date of the Merger Agreement would have been treated in the same manner as restricted stock units granted prior to the date of the Merger Agreement (as described in clause (b) above), however, no Hillrom restricted stock units were granted to non-employee directors on or after the date of the Merger Agreement.
The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.
On
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03.
At the Effective Time, the holders of Common Stock immediately before the Merger ceased to have any rights as shareholders of the Company (other than their right to receive the Merger Consideration in accordance with the terms of the Merger Agreement).
Item 5.01. Change in Control of Registrant.
The information set forth in the Introductory Note and the information set forth under Items 2.01, 3.03 and 5.02 of this Current Report is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Baxter. Baxter funded the acquisition using borrowings under its term loan facility, proceeds from the issuance of senior unsecured notes and cash on hand.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.02.
In accordance with the terms of the Merger Agreement, all directors of the Company immediately prior to the Effective Time resigned from the board of directors of the Company subject to, and effective as of, the Effective Time. No director resigned as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
In connection with the consummation of the Merger and in accordance with the
terms of the Merger Agreement, the directors of Merger Sub as of immediately
prior to the Effective Time,
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In addition, immediately following the consummation of the Merger, each
executive officer of the Company, other than
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.03.
At the Effective Time, the amended and restated articles of incorporation of the Company that were in effect immediately prior to the Effective Time were amended and restated in their entirety (the "Articles of Incorporation"). In addition, at the Effective Time, the amended and restated bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time (the "Bylaws"). Copies of the Articles of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated herein by reference.
Item 8.01 Other Events
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 2.1 Agreement and Plan of Merger, dated as ofSeptember 1, 2021 , by and amongHill-Rom Holdings, Inc. , Baxter International Inc., andBel Air Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onSeptember 2, 2021 ).* 3.1 Second Amended and Restated Articles of Incorporation ofHill-Rom Holdings, Inc. 3.2 Amended and Restated Bylaws ofHill-Rom Holdings, Inc. 99.1 Press Release, datedDecember 13, 2021 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
* The schedules to the Merger Agreement have been omitted from this filing
pursuant to Item 601(b)(2)(ii) of Regulation S-K.
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