Milacron Holdings Corp. (NYSE:MCRN) Files An 8-K Entry into a Material Definitive Agreement

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Milacron Holdings Corp. (NYSE:MCRN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

Underwriting Agreement

On August9, 2017, Milacron Holdings Corp. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC (the “Underwriter”) and the selling stockholders listed on Schedule B thereto (the “Selling Stockholders”), relating to the underwritten offering of 9,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Offering”). All of the Shares are being sold by the Selling Stockholders. The Underwriter has agreed to purchase the Shares from the Selling Stockholders to the Underwriting Agreement at a price of $16.71 per share.

The Offering is being made only by means of a prospectus. An automatic shelf registration statement (including a prospectus) relating to the offering of common stock was filed with the Securities and Exchange Commission (“SEC”) on August9, 2017, and became effective upon filing (Registration No.333-219831) (the “Registration Statement”). A prospectus supplement relating to the Offering was filed with the SEC on August9, 2017. The closing of the Offering and the Share Repurchase is expected to take place on August15, 2017, subject to the satisfaction of customary closing conditions. A copy of the Underwriting Agreement is filed as Exhibit1.1 to this Current Report on Form8-K.

Item 1.01 Other Events.

Ropes& Gray LLP, counsel to the Company, has issued an opinion to the Company, dated August11, 2017, regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit5.1 to this Current Report on Form8-K. Certain information relating to PartII, Item14 “Other Expenses of Issuance and Distribution” of the Registration Statement is filed as Exhibit99.1 to this Current Report on Form8-K.

Item 1.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.

Description

1.1 Underwriting Agreement, dated August9, 2017, by and among the Company, the Underwriter and the Selling Stockholders.
5.1 Opinion of Ropes& Gray LLP
23.1 Consent of Ropes& Gray LLP (included in Exhibit5.1 above)
99.1 Information relating to PartII, Item14 “Other Expenses of Issuance and Distribution” of the Registration Statement.


Milacron Holdings Corp. Exhibit
EX-1.1 2 d429086dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION         MILACRON HOLDINGS CORP. (a Delaware corporation) 9,…
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About Milacron Holdings Corp. (NYSE:MCRN)

Milacron Holdings Corp. is engaged in the manufacture, distribution, and service of engineered and customized systems used in the plastic technology and processing industry. The Company operates through three segments: Advanced Plastic Processing Technologies (APPT), Melt Delivery and Control Systems (MDCS), and Fluid Technologies (Fluids). The APPT segment is engaged in the manufacture, distribution and service of equipment and products used in the plastic technology and processing industry, including injection molding, blow molding and extrusion applications. The MDCS segment is engaged in the manufacture of plastic delivery and precision control systems, which are recurring, consumable sales for injection molding applications. The Fluids segment is engaged in the manufacture of coolants, lubricants, process cleaners and corrosion inhibitors that are used in a range of metalworking industries, such as cutting, grinding, stamping and forming and high speed machining.

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