HILL-ROM HOLDINGS,INC. (NYSE:HRC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive
Agreement
On February14, 2017, Hill-Rom Holdings,Inc. (Hill-Rom)
completed its previously announced private offering (the
Offering) of $300 million aggregate principal amount of
5.0% Senior Notes due 2025 (the Notes) to a purchase
agreement, dated February9, 2017, by and among Hill-Rom, certain
subsidiary guarantors party thereto (the Subsidiary
Guarantors) and J.P. Morgan Securities LLC, as representative
of the several initial purchasers named therein.
In connection with the closing of the Offering, Hill-Rom and the
Subsidiary Guarantors entered into an Indenture, dated
February14, 2017 (the Indenture), between Hill-Rom, the
Subsidiary Guarantors and MUFG Union Bank, N.A., as trustee (the
Trustee).
The Indenture provides, among other things, that the Notes will
be senior unsecured obligations of Hill-Rom. Hill-Roms payment
obligations under the Notes are fully and unconditionally
guaranteed, jointly and severally, on a senior unsecured basis by
the Subsidiary Guarantors. Interest is payable on the Notes on
February15 and August15 of each year, beginning on August15,
2017. The Notes will mature on February15, 2025.
The Indenture contains restrictive covenants that, among other
things, limit the ability of Hill-Rom and the Subsidiary
Guarantors to: (i)incur additional indebtedness or issue certain
preferred stock; (ii)pay dividends on, or make distributions in
respect of, their capital stock; (iii)make certain investments or
other restricted payments; (iv)sell certain assets or issue
capital stock of restricted subsidiaries; (v)create liens;
(vi)merge, consolidate or transfer or dispose of substantially
all of their assets; and (vii)engage in certain transactions with
affiliates. These covenants are subject to a number of important
limitations and exceptions that are described in the Indenture.
The Indenture provides for customary events of default that
include, among other things (subject in certain cases to
customary grace and cure periods): (i)nonpayment of principal,
premium, if any, and interest, when due; (ii)breach of covenants
in the Indenture; (iii)defaults relating to the failure to pay at
final maturity or the acceleration of certain other indebtedness;
(iv)a failure to pay certain judgments; and (v)certain events of
bankruptcy and insolvency. If an event of default occurs and is
continuing, the Trustee or holders of at least 25% in principal
amount of the then outstanding Notes may declare the principal,
accrued and unpaid interest, if any, on all the Notes to be due
and payable. These events of default are subject to a number of
important qualifications, limitations and exceptions that are
described in the Indenture.
The Notes will also be redeemable at the option of Hill-Rom, in
whole or in part, at any time on or after February15, 2020 to a
customary schedule of declining redemption prices. In addition,
Hill-Rom may redeem some or all of the Notes prior to February15,
2020 at a price equal to 50% of the principal amount thereof plus
a make-whole premium. Prior to February15, 2020, Hill-Rom may
redeem up to 40% of the aggregate principal amount of the Notes
using the proceeds of certain equity offerings at a redemption
price equal to 105.00% of the aggregate principal amount of the
Notes.
The Indenture is filed as Exhibit4.1 to this Current Report on
Form8-K and is incorporated by reference herein. The above
description of the Indenture does not purport to be complete and
is qualified in its entirety by reference to the Indenture.
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 above in Item 1.01 is hereby
incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
As previously announced, Welch Allyn,Inc., a wholly-owned
subsidiary of Hill-Rom, entered into a definitive agreement
(the Mortara Purchase Agreement) with Mortara
Instrument,Inc. (Mortara) to purchase all of the issued
and outstanding shares of Mortara for $330 million (the
Mortara Acquisition).
On February14, 2017, Hill-Rom announced that it had completed
the Mortara Acquisition, to the Mortara Purchase Agreement.
Hill-Rom used the net proceeds from the Offering described
above, together with available cash balances, to finance the
Mortara Acquisition and to pay related transaction fees and
expenses.
A copy of the press release is attached hereto as Exhibit99.1.
Item 9.01 Financial Statements and
Exhibits
(d)Exhibits:
|
ExhibitNo. |
|
Description |
|
4.1 |
Indenture, dated February14, 2017, among Hill-Rom |
|
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99.1 |
Press release dated February14, 2017 |
About HILL-ROM HOLDINGS, INC. (NYSE:HRC)
Hill-Rom Holdings, Inc. is a global medical technology company. The Company operates through four segments: North America Patient Support Systems, International Patient Support Systems, Front Line Care and Surgical Solutions. The Company’s products and services include Patient Support Systems, Front Line Care and Surgical Solutions. The Company sells and rents its specialty frames and surfaces, and mobility solutions, as well as its clinical workflow solutions, in the United States and Canada through its North America Patient Support Systems segment, and in regions outside of the United States and Canada through its International Patient Support Systems segment. Its Front Line Care segment globally sells and rents respiratory care products, and sells medical diagnostic equipment and a diversified portfolio of devices that assess, diagnose, treat and manage a range of illnesses and diseases. Under its Surgical Solutions segment, the Company sells its surgical products globally. HILL-ROM HOLDINGS, INC. (NYSE:HRC) Recent Trading Information
HILL-ROM HOLDINGS, INC. (NYSE:HRC) closed its last trading session down -0.26 at 62.06 with 428,615 shares trading hands.
