MILACRON HOLDINGS CORP.

(MCRN)
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MILACRON HOLDINGS CORP. : Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

11/21/2019 | 04:36pm EDT

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger, on November 21, 2019, Milacron repaid in full and terminated the (i) Fourth Amended and Restated Credit Agreement (the "ABL Credit Facility"), dated as of April 27, 2018, by and among Milacron LLC, Mold-Masters (2007) Limited, the German subsidiaries of Milacron (collectively, the "ABL Borrowers"), certain U.S. subsidiaries of Milacron, Milacron Canada Corp., Milacron (collectively with Milacron Canada Corp. and the U.S. subsidiaries, the "Guarantors"), certain financial institutions party thereto as lenders (the "ABL Lenders"), and Bank of America, N.A. as administrative agent for the ABL Lenders and as collateral agent for the secured parties and (ii) Term Loan Agreement (as amended, the "Term Loan Credit Facility"), dated as of May 14, 2015, by and among Milacron LLC (the "Term Loan Borrower"), Milacron Intermediate Holdings Inc. and the Guarantors, the financial institutions party to the agreement from time to time as lenders (the "Term Lenders"), and JPMorgan Chase Bank, N.A., as administrative agent for the Term Lenders and as collateral agent for the Secured Parties (as defined therein), as amended.

In connection with the termination of the ABL Credit Facility, the ABL Borrowers repaid all of the outstanding obligations thereunder, comprising $96,052 in outstanding interest and fees. No prepayment premium or early termination penalties were incurred by Milacron or any of its subsidiaries in connection with the termination of the ABL Credit Facility (other than customary LIBOR breakage fees). Existing letters of credit issued under the ABL Credit Facility were backstopped by a standby letter of credit issued to Bank of America, N.A. by JPMorgan Chase Bank, N.A., as issuing bank under Hillenbrand's existing revolving credit facility in the amount of $13,315,005. Prior to its termination, the ABL Credit Facility consisted of an aggregate principal amount of $85.0 million of revolver commitments under the U.S. sub-facility thereunder, $20.0 million of revolver commitments under the Canadian sub-facility thereunder and $20.0 million of revolver commitments German sub-facility thereunder.

In connection with the termination of the Term Loan Credit Facility, the Term Loan Borrower repaid all of the obligations with respect to the Term Loan Credit Facility, comprising $771,000,000 in outstanding principal and $1,927,574 in interest. No prepayment premium or early termination penalties were incurred by Milacron or any of its subsidiaries in connection with the termination of the Term Loan Credit Facility (other than customary LIBOR breakage fees). Prior to its termination, the Term Loan Credit Facility consisted of an aggregate principal amount of $939,897,500 in term loan commitments when most recently amended on November 8, 2017.

In connection therewith, the Company unwound its various hedge transactions.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note above, on November 21, 2019, the Merger was completed pursuant to the terms of the Merger Agreement, with Milacron continuing as the surviving corporation and as a wholly-owned subsidiary of Hillenbrand.

At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of Milacron ("Milacron Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Milacron Stock (i) held by Milacron as treasury stock, (ii) owned by Hillenbrand or Merger Sub immediately prior to the Effective Time, (iii) held by any wholly-owned subsidiary of Milacron or Hillenbrand (other than Merger Sub) immediately prior to the Effective Time or (iv) issued and outstanding immediately prior to the Effective Time and held by any person who has not voted in favor of adoption of the Merger Agreement or consented thereto in writing and who has properly exercised appraisal rights in respect of such shares in accordance with the Delaware General Corporation Law) was converted into the right to receive (x) $11.80 in cash, without interest (the "Cash . . .

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

On November 21, 2019, in connection with the consummation of the Merger, Milacron notified the New York Stock Exchange (the "NYSE") of the consummation of the Merger and requested that the NYSE file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Milacron Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, trading of Milacron Stock was suspended prior to the opening of the NYSE on November 21, 2019 and the Milacron Stock will no longer be listed on the NYSE.

Milacron also intends to file with the SEC a Certification and Notice of Termination on Form 15 requesting to terminate the registration of the shares of Milacron Stock under Section 12(g) of the Exchange Act and suspend Milacron's reporting obligations under Sections 13 and 15(d) of the Exchange Act. The disclosure set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

The disclosure set forth under Items 2.01, 3.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

In connection with the consummation of the Merger, effective as of the Effective Time, the directors of Merger Sub, Joe A. Raver, Kristina A. Cerniglia, Nicholas R. Farrell and Glennis A. Williams became the directors of Milacron. In connection therewith, each of Ira Boots, Timothy M. Crow, Waters S. Davis, James F. Gentilcore, Gregory J. Gluchowski, Thomas J. Goeke, James M. Kratochvil, David W. Reeder and Rebecca L. Steinfort resigned from the board of directors of Milacron and all of the committees with respect thereto, effective as of the Effective Time.

Each of Thomas J. Goeke, Bruce Chalmers, Mark Miller and Hugh O'Donnell resigned as executive officers of Milacron as of the Effective Time.

These foregoing resignations were a result of the completion of the Merger in accordance with the Merger Agreement and not as a result of any disagreements between Milacron and the resigning directors or officers on any matters relating to Milacron's operations, policies or practices.

Further, in connection with the Merger Agreement, effective as of the Effective Time, Milacron appointed Joe A. Raver as President and Chairman and Kristina A. Cerniglia as Vice President and Treasurer. Joe A. Raver, age 52, has served as director and as President and Chief Executive Officer of Hillenbrand since September 2013. Kristina A. Cerniglia, age 52, has served as Hillenbrand's Senior Vice President, Chief Financial Officer since August 2014.

In connection with the consummation of the Merger, on November 20, 2019, the compensation committee of the board of directors of Milacron approved the payment of transaction bonuses to Bruce Chalmers, Milacron's Chief Financial Officer, and Mark Miller, Milacron's Corporate Vice President and Chief Human Resources Officer, in the amounts of $450,000 and $325,000, respectively. The transaction bonuses are expected to be paid at, or immediately preceding, the Effective Time.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

Pursuant to the terms of the Merger Agreement, the certificate of incorporation and bylaws of Milacron were amended and restated in their entirety, effective as of the Effective Time. Copies of Milacron's amended and restated certificate of incorporation and amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibit


 Exhibit
   No.                                       Description

   2.1            Agreement and Plan of Merger, dated July 12, 2019, by and among
                Hillenbrand, Inc., Bengal Delaware Holding Corporation, and Milacron
                Holdings Corp. (incorporated by reference to Exhibit 2.1 to the Form
                8-K filed by Milacron Holdings Corp. on July 16, 2019)1

   3.1            Amended and Restated Certificate of Incorporation of Milacron
                Holdings Corp.

   3.2            Amended and Restated Bylaws of Milacron Holdings Corp.

   104          The cover page from this Current Report on Form 8-K, formatted in
                Inline XBRL (included as Exhibit 101).


1    Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2)
     of Regulation S-K. Hillenbrand hereby undertakes to furnish supplementally
     copies of any of the omitted schedules and exhibits upon request by the U.S.
     Securities and Exchange Commission.

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