HILLENBRAND, INC. Item 1.01. Entry into a Material Definitive Agreement.
Fourth Amended and Restated Credit Agreement
On
The Credit Agreement amends and restates the Company's Third Amended and
Restated Credit Agreement, dated as of
The Credit Agreement also contains a delayed-draw term loan facility providing
for term loans in an aggregate principal amount of up to
The revolving credit facility and the term loans available under the Credit
Agreement mature on
The Credit Agreement fully transitions interest rate benchmarks from LIBOR-based
rates to SOFR-based rates for
The term loans will, once borrowed, accrue interest, at the Company's option, at the Term SOFR Rate or the Alternate Base Rate (each as defined in the Credit Agreement) plus a margin based on the Company's leverage ratio, ranging from 0.90% to 1.525% for term loans bearing interest at the Term SOFR Rate and 0.00% to 0.525% for term loans bearing interest at the Alternate Base Rate.
The covenants under the Credit Agreement include a maximum leverage ratio and a minimum interest coverage ratio and other customary covenants limiting, among other things, the incurrence of additional indebtedness; the creation of liens; mergers, consolidations, liquidations, dissolutions, amalgamations and the disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; dividends and other payments in respect of equity interests; and acquisitions; subject, in each case, to customary exceptions, thresholds and baskets. The Credit Agreement also contains customary events of default.
As compared to the Prior Agreement, the Credit Agreement lengthens the period the Company may elect to increase the maximum permitted leverage ratio following certain acquisitions, from three fiscal quarters to four full fiscal quarters (plus the fiscal quarter in which the acquisition takes place). Except for the amendment providing such increased flexibility with respect to the maximum permitted leverage ratio, the Credit Agreement contains substantially the same affirmative and negative covenants and events of default as those in the Prior Agreement.
Certain of the lenders and agents under the Credit Agreement and their respective affiliates have engaged in, and may in the future engage in, investment banking, commercial lending, financial advisory and other services for the Company and its subsidiaries and have received, or may in the future receive, customary fees and commissions or other payments in connection therewith.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment No. 8 to Private Shelf Agreement
On
The Shelf Amendment amends the Private Shelf Agreement, among the Company, PGIM
and each Prudential Affiliate party thereto, dated
The foregoing description of the Shelf Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Shelf Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description Exhibit 10.1 Fourth Amended and Restated Credit Agreement, dated as ofJune 8, 2022 , amongHillenbrand, Inc. , as a borrower, the subsidiary borrowers party thereto, the lenders party thereto,JPMorgan Chase Bank, N.A ., as administrative agent,HSBC Bank USA, National Association andWells Fargo Bank, National Association as co-syndication agents, andCitizens Bank, N.A. ,PNC Bank, National Association ,U.S. Bank National Association ,BMO Harris Bank N.A .,Sumitomo Mitsui Banking Corporation ,Truist Bank andBank of America, N.A ., as co-documentation agents Exhibit 10.2 Amendment No. 8 to Private Shelf Agreement, datedJune 9, 2022 , amongHillenbrand, Inc. ,PGIM, Inc. (f/k/aPrudential Investment Management, Inc. ), the subsidiary guarantors party thereto, and the additional parties thereto Exhibit 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
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