MILACRON HOLDINGS CORP.

(MCRN)
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Milacron Holdings Corp. Repays in Full and Terminated the Fourth Amended and Restated Credit Agreement; Announces Board and Management Changes

11/21/2019 | 04:36pm EDT

On November 21, 2019, Milacron Holdings Corp., a Delaware corporation (“Milacron”), and Hillenbrand Inc., an Indiana corporation (“Hillenbrand”), completed the previously announced acquisition contemplated by that certain Agreement and Plan of Merger, dated as of July 12, 2019 (the “Merger Agreement”), among Milacron, Hillenbrand, and Bengal Delaware Holding Corporation, a Delaware corporation and a wholly-owned subsidiary of Hillenbrand (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into Milacron, with Milacron continuing as the surviving corporation and a wholly-owned subsidiary of Hillenbrand (the “Merger”). 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. 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. 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.


© S&P Capital IQ 2019
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Managers and Directors
Joe Anthony Raver Chairman & President
Kristina A. Cerniglia Treasurer, Director & Vice President
Nicholas R. Farrell Director
Glennis A. Williams Director
Michael Jones Vice President-Finance & Investor Relations
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