UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2012
HILLENBRAND, INC.
(Exact Name of Registrant as Specified in Charter)
Indiana |
| 1-33794 |
| 26-1342272 |
(State or Other Jurisdiction of |
| (Commission File Number) |
| (IRS Employer Identification |
One Batesville Boulevard |
| 47006 |
(Address of Principal Executive Office) |
| (Zip Code) |
Registrant’s telephone number, including area code: (812) 934-7500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On November 19, 2012, Hillenbrand, Inc. (the “Company”) and certain of its subsidiaries entered into an Amendment and Restatement Agreement, including an Amended and Restated Credit Agreement attached thereto (together, the “Amendment”), amending that Credit Agreement dated as of July 27, 2012 (the “Credit Agreement”), among the Company and certain of its subsidiaries, JPMorgan Chase Bank, N.A., as administrative agent, and various other agents and lenders named therein.
The Amendment expands availability under the Company’s existing Credit Agreement to $900 million, consisting of a $200 million fully funded term loan facility and a $700 million senior unsecured multi-currency revolving credit facility. The Company also has the potential, under certain circumstances and with lenders’ approval as provided in the Amendment, to increase the total amount of those facilities by an additional $300 million.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
| Description |
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10.1 |
| Amendment and Restatement Agreement dated as of November 19, 2012, among Hillenbrand, Inc., the subsidiary borrowers named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders |
Disclosure Regarding Forward-Looking Statements
Throughout this Report, we make a number of “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. As the words imply, these are statements about plans, objectives, beliefs, and expectations that might or might not happen in the future, as contrasted with historical information. Forward-looking statements are based on assumptions that we believe are reasonable, but by their very nature are subject to a wide range of risks.
Words that could indicate we are making forward-looking statements include:
intend |
| believe |
| plan |
| expect |
| may |
| goal |
| would |
become |
| pursue |
| estimate |
| will |
| forecast |
| continue |
| could |
targeted |
| encourage |
| promise |
| improve |
| progress |
| potential |
| should |
This is not an exhaustive list. Our intent is to provide examples of how readers might identify forward-looking statements. The absence of any of these words, however, does not mean that the statement is not forward-looking.
Here is the key point: Forward-looking statements are not guarantees of future performance, and actual results could differ materially from those set forth in forward-looking statements. Any number of factors — many of which are beyond our control — could cause our performance to differ significantly from what is described in the forward-looking statements.
For a discussion of factors that could cause actual results to differ from those contained in forward-looking statements, see the discussions under the heading “Risk Factors” in Item 1A of the Company’s Form 10-K for the year ended September 30, 2011. We assume no obligation to update or revise any forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HILLENBRAND, INC. | |
DATE: November 21, 2012 |
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| BY: | /S/ Cynthia L. Lucchese |
| Cynthia L. Lucchese | |
| Senior Vice President and Chief Financial Officer | |
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DATE: November 21, 2012 |
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| BY: | /S/ John R. Zerkle |
| John R. Zerkle | |
| Senior Vice President, | |
| General Counsel and Secretary | |