Domestic Bonds

HILLENBRAND, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On June 21, 2022, Hillenbrand, Inc. (the “Company”) and certain of its subsidiaries have entered into a syndicated L/G credit agreement (the “credit agreement”) with Commerzbank Aktiengesellschaft, as coordinator, mandated lead manager and bookrunner, the other financial institutions parties as lenders and the issuing banks, and Commerzbank Finance & Covered Bond AGas agent.

The Credit Agreement replaced the Company’s L/G Syndicated Credit Agreement dated March 8, 2018, as amended (the “Prior Agreement”), and permits the Company and certain of its affiliates (collectively, the “Participants”) to request that one or more of the lenders issue, on behalf of the Participants, up to to a total of €225 million, an increase from the €175 million provided for in the prior agreement, in unsecured letters of credit, bank guarantees or other guarantees (collectively, the “Guarantees”). Letters of credit, guarantees and bonds such as guarantees are regularly required by the customers of the Company’s industrial activities. Collateral may be issued in Euros or certain other agreed currencies. Specified sub-limits apply depending on the specific lender and currency.

The Guarantees carry an annual fee which varies according to the leverage ratio of the Company. The facility agreement also provides for a leverage-based commitment fee assessed on the undrawn portion of the facility. The Credit Agreement expires on the earliest of the following dates: (i) the date falling five years after the date of the Credit Agreement and (ii) the date of termination of the fourth amended and restated Credit Agreement of the Company, dated June 8, 2022 (this agreement may be periodically extended or refinanced). The Facility Agreement contains representations, warranties and covenants that are customary for agreements of this type and also contains customary events of default specified. The obligations of the Participants under the Credit Agreement are guaranteed by the Company and certain of its national subsidiaries named therein.

Certain of the lenders and agents under the facility agreement and their respective affiliates have engaged 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 Facility Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Facility Agreement, a copy of which is filed as Exhibit 10.1 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 supporting documents.


(d)    Exhibits



Exhibit
No.                                            Description

  Exhibit 10.1       Syndicated L/G Facility Agreement, dated June 21, 2022, between
                   Hillenbrand, Inc. and certain of its subsidiaries, Commerzbank
                   Aktiengesellschaft, as coordinator, mandated lead arranger, and
                   bookrunner, the other financial institutions party thereto as
                   lenders and issuing banks, and Commerzbank Finance & Covered Bond
                   S.A., as agent
Exhibit 104        Cover Page Interactive Data File (the cover page XBRL tags are
                   embedded in the Inline XBRL document)

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