Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, in
On
(i) adjust the maximum permitted leverage ratio to 3.50 to 1.00 for the fiscal
quarter endingJune 30, 2021 and each fiscal quarter ending thereafter and permit the Company to increase the maximum permitted leverage ratio to 4.00 to 1.00 for 3 consecutive fiscal quarters following certain acquisitions involving payment by the Company or its Subsidiaries in excess of$75,000,000 , subject to certain exceptions;
(ii) decrease the applicable margin (the "Applicable Rate") paid on revolving
loans at the pricing level applicable if the leverage ratio equals or exceeds 3.00 to 1.00 as of the last day of any fiscal quarter;
(iii) remove additional pricing levels previously added to the Applicable Rate if
the leverage ratio equals or exceeds 4.00 to 1.00 as of the last day of any fiscal quarter;
(iv) decrease the interest rate floor for the Alternate Base Rate to 1.00% and
for the CDOR Screen Rate and the LIBO Screen Rate (each as defined in the Credit Agreement) to 0.00%;
(v) remove the condition to each borrowing under the revolving facility that,
subject to certain exceptions, the amount of cash or cash equivalents on the Company's balance sheet not exceed$350 million ; and
(vi) remove certain restrictions on the Company's ability to make restricted
payments and grant liens on the Company's assets which would have otherwise been in effect throughJanuary 1, 2022 .
The Sixth Amendment also amends the Existing Credit Agreement to, among other things:
(i) include customary benchmark replacement language relating to future
unavailability of certain interest rates, including the LIBO Rate (as defined in the Credit Agreement);
(ii) provide that borrowings under the Credit Agreement may bear interest (A) if
denominated in US Dollars, at the LIBO Rate or the Alternate Base Rate (as defined in the Credit Agreement) at the Company's option, (B) if denominated in Japanese Yen, Canadian Dollars or Euros, at rates based on the rates offered for deposits in the applicable interbank markets for such currencies and (C) if denominated in Pounds Sterling or Swiss Francs, at SONIA and SARON, respectively (each as defined in the Credit Agreement), plus, in each case, the Applicable Rate; and
(iii) include provisions governing erroneous payments made by the Agent to
lenders party to the Credit Agreement.
The foregoing description of the Sixth Amendment is a general description and is qualified in its entirety by reference to the Sixth Amendment filed as Exhibit 10.1 hereto.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 10.1 Amendment No. 6 to Third Amended and Restated Credit Agreement, dated as ofJune 14, 2021 , amongHillenbrand, Inc. , as a borrower, the subsidiary borrowers party thereto, the lenders party thereto, andJPMorgan Chase Bank, N.A ., as administrative agent. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
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