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

On May 5, 2017, Hill-Rom Company, Inc. (HRC), a
wholly-owned subsidiary of Hill-Rom Holdings, Inc. (the
Company), as initial servicer, Hill-Rom Finance Company
LLC (HR Finance), a wholly-owned subsidiary of the Company
and a bankruptcy remote, special purpose entity, as borrower, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
(BTMU), as a committed lender (collectively, with the
other lenders from time to time party thereto, the
Lenders), BTMU, as a group agent, and BTMU, as
administrative agent (in such capacity, the Agent),
entered into a Loan and Security Agreement (the Loan
Agreement). The Loan Agreement and related transaction
documents provide a receivables securitization facility (the
Facility).

The documentation for the Facility includes (i) the Loan
Agreement, (ii) a Purchase and Sale Agreement (the PSA) by
and among HRC, as an originator and servicer, Hill-Rom
Manufacturing, Inc. (Manufacturing), wholly-owned
subsidiary of the Company, as an originator, and HR Finance, as
buyer and (iii) a Performance Guaranty by the Company for the
benefit of the Agent, the Lenders, and other affected parties
(the Performance Guaranty).

HR Finance was formed for the purpose of acquiring rights to
payment arising from the sale of goods or services by HRC and
Manufacturing (the Receivables). Under the Loan Agreement
and the PSA, on an ongoing basis HRC and Manufacturing, as
originators (in such capacity, the Originators) will sell
Receivables to HR Finance on a non-recourse basis or transfer
Receivables to HR Finance as capital contributions. HR Finance in
turn may obtain funding of up to $110 million in cash proceeds,
subject to eligible Receivables, from time to time from the
Lenders under the Loan Agreement to pay the purchase price for
the receivables to the Originators. The purchase price for
Receivables sold by the Originators to HR Finance will be paid in
cash to the extent available to pay the price of Receivables each
day, with the balance being evidenced by one or more subordinated
notes from HR Finance. The subordinated note obligations will be
satisfied from collections of the Receivables available after
payment of other amounts owed by HR Finance under the Loan
Agreement. HR Finance pays interest on the borrowings under the
Loan Agreement based on the weighted average cost of short-term
notes issued by a conduit lender to fund its borrowings under the
Loan Agreement, in the case of loans by a conduit lender, and
based on one, two or three month LIBOR (as selected by HR
Finance), in the case of loans by other Lenders. In addition, HR
Finance will pay the Agent and Lenders upfront fees, commitment
fees, program fees and fees based on facility use, and will pay a
structuring fee at closing. For as long as HRC is the servicer,
HRC will service, administer, and collect the Receivables on
behalf of HR Finance and the Lenders. The Performance Guaranty is
a customary undertaking by the Company guaranteeing the
performance of the obligations of the Originators and any
servicer under the Loan Agreement and the PSA, as applicable.

The Loan Agreement contains various customary affirmative and
negative covenants, including covenants to preserve the
bankruptcy remote status of HR Finance, and it also contains
customary default and termination provisions which provide for
acceleration of amounts owed under the Loan Agreement upon the
occurrence and during the continuance of certain specified events
with respect to the Company, the Originators, or HR Finance,
including, but not limited to, the failure to pay yield, fees,
and other amounts due, defaults on certain other indebtedness,
failure to discharge certain judgments, insolvency events, change
in control, and exceeding certain financial ratios designed to
capture events negatively affecting the overall credit quality of
the Receivables securing amounts for which the Lenders provided
loans for.

The Facility will terminate on May 4, 2018 unless extended by the
parties.

The foregoing description of the Facility is qualified in its
entirety by reference to the full text of the Loan Agreement, PSA
and Performance Guaranty, which are filed, respectfully, as
Exhibits 10.1, 10.2 and 10.3 hereto.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

Item 9.01	Financial Statements and Exhibits.
	(d) Exhibits
	Exhibit 10.1 Loan and Security Agreement, dated as of May 5, 2017, among Hill-Rom Company, Inc., as initial servicer, Hill-Rom Finance Company LLC, as borrower, the lenders and group agents from time to time party thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent
	Exhibit 10.2 Purchase and Sale Agreement, dated as of May 5, 2017, among Hill-Rom Company, Inc., as an originator and servicer, the other originators from time to time party thereto, and Hill-Rom Finance Company LLC, as buyer
	Exhibit 10.3 Performance Guaranty, dated as of May 5, 2017, by Hill-Rom Holdings, Inc. for the benefit of The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent, the lenders and other affected parties