HILL-ROM HOLDINGS, INC. (NYSE:HRC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

On May 4, 2018, HRC and Manufacturing, as sellers (“Repurchase Sellers”), and HRC, as agent for the Repurchase Sellers (in such capacity, the “Sellers’ Agent”), entered into a Master Framework Agreement (the “Framework Agreement”) with MUFG, as buyer (“Buyer”). The Framework Agreement and related transaction documents provide for a repurchase facility relating to subordinated notes issued by HR Finance (the “Subordinated Notes”) in favor of the Repurchase Sellers in accordance with the PSA (the “Repurchase Facility”).

The documentation for the Repurchase Facility includes (i) the Framework Agreement, (ii) a 1996 SIFMA Master Repurchase Agreement, including Annex I thereto (as amended thereby), dated as of May 4, 2018 (the “HRC MRA”), and related confirmations, each between HRC and Buyer, (iii) a 1996 SIFMA Master Repurchase Agreement, including Annex I thereto (as amended thereby), dated as of May 4, 2018 (the “Manufacturing MRA”), and related confirmations, each between Manufacturing and Buyer and (iv) a Guaranty (the “Guaranty”), dated as of May 4, 2018, by the Company for the benefit of the Buyer.

Under the Repurchase Facility, the Repurchase Sellers may, from time to time, request that Buyer transfer funds to the Repurchase Sellers in exchange for a transfer of the Subordinated Notes from the Repurchase Sellers to Buyer, with a simultaneous agreement by the Repurchase Sellers to transfer funds to Buyer at a date certain or on demand of Buyer in exchange for the return of such Subordinated Notes to the Repurchase Sellers (collectively, the “Transactions”), with the aggregate amount of funds agreed to be transferred to Buyer in exchange for the return of the Subordinated Notes not to exceed $90 million at any time outstanding. The Framework Agreement provides that Buyer has the option to elect to either enter into the proposed Transaction with the Repurchase Sellers or to decline the Repurchase Sellers’ request to enter into such Transactions.

In connection with the Framework Agreement, the Company entered into the Guaranty, under which the Company guarantees the obligations of Sellers’ Agent and the Repurchase Sellers under the Framework Agreement and related transaction documents.

The Framework Agreement contains various customary conditions and affirmative and negative covenants. It also contains customary default and termination provisions which provide that should any event of default occur under the Framework Agreement, Buyer may immediately take possession of any or all Subordinated Notes subject to any outstanding Transactions and sell any or all such Subordinated Notes and apply the proceeds to amounts owing by the Repurchase Sellers. Events of default for which Buyer may exercise such remedies include, but are not limited to, failure to pay a repurchase price, fees, and other amounts due, failure to observe or perform certain covenants in the Framework Agreement, failure to observe or perform any covenant, condition or agreement in the other transaction documents, proof that any representation or warranty made or deemed made in connection with the Repurchase Facility was incorrect in any material respects when made or deemed made, failure of Buyer to have a perfected security interest in the Subordinated Notes and related collateral granted by a Repurchase Seller, the Guaranty ceasing to be in full force and effect, exceeding certain financial ratios required under the Loan Agreement or any other event of default under the Loan Agreement, the PSA or the Amended and Restated Credit Agreement, dated as of September 21, 2016, entered into by the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, as amended, restated, or otherwise modified.

The Repurchase Facility will terminate in connection with the termination of the Securitization Facility, unless earlier terminated under the Framework Agreement.

The foregoing description of the Repurchase Facility is qualified in its entirety by reference to the full text of the Framework Agreement, the HRC MRA, the Manufacturing MRA and the Guaranty, which are filed, respectfully, as Exhibits 10.3, 10.4, 10.5, and 10.6 hereto.

The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Hill-Rom Holdings, Inc. Exhibit
EX-10.1 2 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1   AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT,…
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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.