Milacron Holdings Corp.entered into a definitive agreement to acquire the Food and Performance Material (FPM) business of Schenck Process LLC on May 23, 2023. The transaction will be carried out at an enterprise value of approximately $730 million. Hillenbrand expects to use cash on hand and cash available under its revolving credit facility to fund this acquisition.

In 2022, the FPM business reported a total revenues of over $500 million. The closing of the Transaction is subject to certain customary closing conditions, including (1) the expiration or termination of the waiting period for the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (2) subject to certain qualifiers, the accuracy of the representations and warranties made by Schenck Process LLC and Milacron LLC, respectively, (3) the compliance in all material respects by Schenck Process LLC and Milacron LLC, respectively, of their obligations under the Agreement, and (4) the absence of any Material Adverse Effect (as defined in the Agreement) on the Business. The Agreement includes customary termination provisions including the right of either Milacron LLC or Schenck Process LLC to terminate the Agreement if the closing of the Transaction has not occurred by February 23, 2024, or, under certain conditions, May 23, 2024.

The deal is subject to regulatory approvals and other customary closing conditions and is expected to close in the third calendar quarter of 2023. Following the close of the transaction, Hillenbrand's projected net debt to adjusted EBITDA ratio is expected to be approximately 3.2x, with a plan to return to its communicated target net leverage range of 1.7x to 2.7x within 15 months after closing. Richard C. Witzel, Jr. and David Clark of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel and Credit Suisse Securities (USA) LLC acted as a financial advisor for Milacron Holdings Corp.

Stuart Rogers of Alston & Bird acted as Counsel to Credit Suisse. Paul Humphreys, Steffen Kleefass, Arend von Riegen, Olaf Ehlers, Menachem Kaplan, Philipp Dohnke, Marius Scherb, Nicole Foster, Lucy Carruthers, Justin Stewart-Teitelbaum, Claude Stansbury, Peter Clements, Norbert Schneider, Allison Liff, Stephanie Brown-Cripps, Michael Levitt, Jeremy Barr and Enrique Dancausas of Freshfields Bruckhaus Deringer acted as legal counsel and Goldman Sachs acted as financial advisor for Schenck Process Group. Adam J. Moss and Antti Pesonen of Simpson Thacher & Bartlett LLP acted as legal advisor to Schenck Process LLC.