Financing Agreements | Financing Agreements The following table summarizes Hillenbrand’s current and long-term debt as of: September 30, 2024 2023 $1,000 revolving credit facility (excluding outstanding letters of credit) $ 298.5 $ 505.1 $200 term loan 182.5 192.5 €185 term loan 196.5 195.0 $500 senior unsecured notes (1) 494.6 — $400 senior unsecured notes (2) — 398.0 $375 senior unsecured notes (3) 373.6 372.9 $350 senior unsecured notes (4) 347.1 346.6 Other 0.2 — Total debt 1,893.0 2,010.1 Less: current portion 20.6 19.7 Total long-term debt $ 1,872.4 $ 1,990.4 (1) Includes unamortized debt issuance costs of $5.4 at September 30, 2024. (2) Includes unamortized debt issuance costs of $2.0 at September 30, 2023. (3) Includes unamortized debt issuance costs of $1.2 and $1.8 at September 30, 2024 and 2023, respectively. (4) Includes unamortized debt issuance costs of $2.9 and $3.4 at September 30, 2024 and 2023, respectively. The following table summarizes the scheduled maturities of long-term debt for 2025 through 2029: Amount 2025 $ 20.6 2026 404.3 2027 627.8 2028 — 2029 500.0 Primary Financing Facilities $1,000 Revolving Credit Facility, $200 Term Loan, and €185 Term Loan On June 8, 2022, the Company entered into a Fourth Amended and Restated Credit Agreement (such agreement, as amended from time to time as detailed below, the “Prior Credit Agreement”), which governs the multi-currency revolving credit facility (the “Facility”), by and among Hillenbrand and certain of its affiliates, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Prior Credit Agreement increased the maximum principal amount available for borrowing under the Facility to $1,000. The aggregate principal amount available for borrowing under the Prior Credit Agreement may be expanded, subject to the approval of the lenders, by an additional $600. The Prior Credit Agreement extended the maturity date of the Facility to June 8, 2027. The Prior Credit Agreement further provided for a delayed-draw term loan facility in an aggregate principal amount of up to $200. The term loan commitment was subject to ticking fees if not drawn within 60 days of closing. The Prior Credit Agreement fully transitioned interest rate benchmarks from LIBOR-based interest rates to SOFR-based interest rates for U.S. dollar borrowings. Borrowings under the Prior Credit Agreement may bear interest (A) if denominated in US dollars, at the Term SOFR Rate or the Alternate Base Rate (each as defined in the Prior Credit Agreement) at the Company’s option, (B) if denominated in Japanese Yen, Canadian dollars or Euros, at rates based on the rates offered for deposits in the applicable interbank markets for such currencies and (C) if denominated in Pounds Sterling or Swiss Francs, at SONIA and SARON, respectively (each as defined in the Prior Credit Agreement), plus, in each case, margin based on the Company’s leverage ratio, ranging from 0% to 0.525% for borrowings bearing interest at the Alternate Base Rate and from 0.90% to 1.525% for all other borrowings. The $200 Term Loan accrues interest, at the Company’s option, at the Term SOFR Rate or the Alternate Base Rate plus a margin based on the Company’s leverage ratio, ranging from 1.00% to 1.75% for term loans bearing interest at the Term SOFR Rate and 0% to 0.75% for term loans bearing interest at the Alternate Base Rate. In November 2022, the Company drew $200 on the $200 Term Loan. The $200 Term Loan is subject to quarterly amortization payments equal to $2.5 for the first full twelve calendar quarters following the funding date, and quarterly amortization payments equal to $3.8 thereafter until the maturity date. The $200 Term Loan will mature on June 8, 2027. On June 21, 2023, the Company entered into Amendment No. 1 to the Prior Credit Agreement (“Amendment No.1”). Amendment No. 1 includes, among other changes, establishment of a euro-denominated, delayed-draw term loan facility available to the Company’s wholly owned subsidiary, Hillenbrand Switzerland GmbH, in an initial aggregate principal amount of up to €185 (the “€185 Term Loan”) and the inclusion of requirements that would be triggered by a Collateral Springing Event (described below). In August 2023, the Company drew €185.0 on the €185 Term Loan. The €185 Term Loan is subject to quarterly amortization payments equal to €2.3 for the first full eight calendar quarters following the funding date, and €3.5 thereafter until the maturity date. The €185 Term Loan accrues interest at the Adjusted EURIBO Rate (as defined in Amendment No.1) plus a margin based on the Company’s leverage ratio, ranging from 1.00% to 2.25%, and will mature on June 8, 2027. On May 10, 2024, the Company entered into Amendment No. 3 to the Prior Credit Agreement (“Amendment No.3”). Amendment No. 3 provides for a replacement benchmark rate for borrowings in Canadian Dollars, replacing the Canadian Dollar Overnight Rate, which will no longer be published, as defined further in Amendment No. 3. On September 23, 2024, the Company entered into Amendment No. 4 to the Prior Credit Agreement (as amended, the “Amended Credit Agreement”). The Amended Credit Agreement increased the maximum permitted leverage ratio to 4.50x for the quarters ended September 30, 2024 and December 31, 2024, stepping down to 4.25x for the quarter ended March 31, 2025, stepping down to 4.00x for the quarters ended June 30, 2025, September 30, 2025 and December 31, 2025, stepping down to 3.75x for the quarter ended March 31, 2026, and stepping down to 3.50x for the quarter ended June 30, 2026, and thereafter. Except for the amendments applicable during the Adjustment Period (defined below), the Amended Credit Agreement contains substantially the same affirmative and negative covenants and events of default. New deferred financing costs related to the Amended Credit Agreement were $1.0, which along with existing costs of $4.5, are being amortized to interest expense over the remaining term of the Amended Credit Agreement. With respect to the Facility, as of September 30, 2024 and 2023, the Company had outstanding balances of $298.5 and $505.1, respectively. As of September 30, 2024, the Company had $20.3 in outstanding letters of credit issued. Under the Amended Credit Agreement, the Company had $681.2 of available borrowing capacity as of September 30, 2024, of which $599.4 was immediately available based on our most restrictive covenant. The weighted-average interest rate on borrowings under the Facility was 5.76% and 3.05% for the years ended September 30, 2024 and 2023, respectively. The weighted average facility fee was 0.23% and 0.17% for the years ended September 30, 2024 and 2023, respectively. The weighted-average interest rate on the $200 Term Loan was 7.22% and 6.30% for the years ended September 30, 2024 and 2023, respectively. The weighted-average interest rate on the €185 Term Loan was 5.63% and 5.39% for the years ended September 30, 2024 and 2023, respectively. €325 L/G Facility Agreement On June 21, 2022, Hillenbrand and certain of its subsidiaries entered into a Syndicated L/G Facility Agreement (such agreement, as amended from time to time as detailed below, the “Prior L/G Facility Agreement”) with Commerzbank Aktiengesellschaft, as coordinator, mandated lead arranger, and bookrunner, the other financial institutions party thereto as lenders and issuing banks, and Commerzbank Finance & Covered Bond S.A., as agent. The Prior L/G Facility Agreement replaced the Company’s Syndicated L/G Facility Agreement dated March 8, 2018, as amended, and permits Hillenbrand and certain of its subsidiaries (collectively, the “Participants”) to request that one or more of the lenders issue, on the Participants’ behalf, up to an aggregate of €225 in unsecured letters of credit, bank guarantees, or other surety bonds (collectively, the “Guarantees”). The Guarantees carry an annual fee that varies based on the Company’s leverage ratio. The Prior L/G Facility Agreement also provides for a leverage-based commitment fee assessed on the undrawn portion of the facility. On June 22, 2023, the Company entered into an Amendment and Restatement Agreement which amends and restates the Prior L/G Facility Agreement (the “Amended Prior L/G Facility Agreement”). The Amended Prior L/G Facility Agreement includes, among other changes, an increase in the facility from €225 to €325 and the inclusion of requirements that would be triggered by a Collateral Springing Event (described below). On September 23, 2024, the Company, Commerzbank Aktiengesellschaft, as coordinator, mandated lead arranger, and bookrunner, and the other financial institutions party thereto as lenders and issuing banks, amended the terms of the Amended Prior Amended L/G Facility Agreement (“the Amended L/G Facility Agreement”) to increase the maximum permitted leverage ratio to 4.50x for the quarters ended September 30, 2024 and December 31, 2024, stepping down to 4.25x for the quarter ended March 31, 2025, stepping down to 4.00x for the quarters ended June 30, 2025, September 30, 2025 and December 31, 2025, stepping down to 3.75x for the quarter ended March 31, 2026, and to 3.50x for the quarter ended June 30, 2026, and thereafter. Except for the amendments applicable during the Adjustment Period, the Amended L/G Facility Agreement contains substantially the same affirmative and negative covenants and events of default. New deferred financing costs related to the Amended L/G Facility Agreement were $0.2, which along with existing costs of $2.0, are being amortized to interest expense over the remaining term of the Amended L/G Facility Agreement. Guarantees may be issued in euros or certain other agreed-upon currencies. Specified sublimits apply, based on the specific lender and currency. The Amended L/G Facility Agreement also provides for a leverage-based commitment fee assessed on the undrawn portion of the facility. The Amended L/G Facility Agreement matures on June 22, 2027, but can be extended or terminated earlier under certain conditions. The Amended L/G Facility Agreement contains representations, warranties, and covenants that are customary for agreements of this type and contains specified customary events of default. The obligations under the Amended L/G Facility Agreement are guaranteed by Hillenbrand and certain of its domestic subsidiaries named therein. In the normal course of business, the Company provides, primarily to certain customers, bank guarantees and other credit arrangements in support of performance, warranty, advance payment, and other contractual obligations. This form of trade finance is customary in the industry and, as a result, the Company maintains adequate capacity to provide the guarantees. As of September 30, 2024, the Company had credit arrangements totaling $594.3, under which $400.2 was utilized for this purpose. These arrangements included the facilities under the Amended L/G Facility Agreement and other ancillary credit facilities. Collateral Springing Event The Amended Credit Agreement and the Amended L/G Facility Agreement require the Company and certain domestic subsidiaries that are guarantors thereunder to take certain actions if a Collateral Springing Event (as defined in the agreements) occurs before the later of April 1, 2025 or the date that all principal, interest, and other amounts owing in respect of the €185 Term Loan have been paid in full (the “Adjustment Period”). After a Collateral Springing Event, the Company and the guarantors would be required to grant liens on substantially all of their assets (subject to customary exceptions for excluded assets, including an exception for Principal Property (as defined in the Company’s indentures in respect of its senior notes) and for capital stock of entities that own any such Principal Property) in favor of the Administrative Agent and L/G Agent, as applicable, for the benefit of the secured parties. Long Term Notes $500 Senior Unsecured Notes On February 14, 2024, the Company issued $500.0 of senior unsecured notes due February 2029 (the “2024 Notes”). The 2024 Notes were issued at par value and bear interest at a fixed rate of 6.25% per year, payable semi-annually in arrears beginning August 2024. Unamortized deferred financing costs associated with the 2024 Notes of $5.4 are being amortized to interest expense on a straight-line basis (which approximates the effective interest method) over the term of the 2024 Notes. The 2024 Notes are unsecured unsubordinated obligations of the Company and rank equally in right of payment with all other existing and future unsubordinated obligations. Subject to certain limitations, in the event of a change of control repurchase event (as defined in the 2024 Notes), the Company will be required to make an offer to purchase the 2024 Notes at a price equal to 101% of the principal amount of the 2024 Notes, plus any accrued and unpaid interest to, but excluding, the date of repurchase. The Company may redeem the 2024 Notes at any time in whole, or from time to time in part, prior to February 15, 2026, at its option at the “make-whole” redemption price, as described in the Indenture. The Company may also redeem the 2024 Notes at any time in whole, or from time to time in part, on or after February 15 of the relevant year listed, as follows: 2026 at a redemption price of 103.125%; 2027 at a redemption price of 101.5625%; and 2028 and thereafter at a redemption price of 100%. At any time prior to February 15, 2026, the Company may redeem up to 40% of the aggregate principal amount of the 2024 Notes with the proceeds of one or more Equity Offerings (as defined in the Indenture) at a redemption price of 106.25% of the principal amount of the 2024 Notes being redeemed. In each of the above cases, the Company will also pay any accrued and unpaid interest to, but excluding, the applicable redemption date. $350 Senior Unsecured Notes On March 3, 2021, the Company issued $350.0 of senior unsecured notes due March 2031 (the “2021 Notes”). The 2021 Notes were issued at par value and bear interest at a fixed rate of 3.75% per year, payable semi-annually in arrears beginning September 2021. Unamortized deferred financing costs associated with the 2021 Notes of $2.9 are being amortized to interest expense on a straight-line basis (which approximates the effective interest method) over the term of the 2021 Notes. The 2021 Notes are unsecured unsubordinated obligations of the Company and rank equally in right of payment with all other existing and future unsubordinated obligations. Subject to certain limitations, in the event of a change of control repurchase event (as defined in the 2021 Notes), the Company will be required to make an offer to purchase the 2021 Notes at a price equal to 101% of the principal amount of the 2021 Notes, plus any accrued and unpaid interest to, but excluding, the date of repurchase. The Company may redeem the 2021 Notes at any time in whole, or from time to time in part, prior to March 1, 2026, at its option at the “make-whole” redemption price, as described in the Indenture. The Company may also redeem the 2021 Notes at any time in whole, or from time to time in part, on or after March 1 of the relevant year listed, as follows: 2026 at a redemption price of 101.875%; 2027 at a redemption price of 101.25%; 2028 at a redemption price of 100.625%; and 2029 and thereafter at a redemption price of 100%. In each of the above cases, the Company will also pay any accrued and unpaid interest to, but excluding, the applicable redemption date. $400 Senior Unsecured Notes On June 16, 2020, the Company issued $400.0 of senior unsecured notes due June 2025 (the “2020 Notes”). The 2020 Notes were issued at par value and bear interest at a fixed rate of 5.75% per year, payable semi-annually in arrears beginning December 2020. During the year ended September 30, 2024, the 2020 Notes were repaid in full by the Company, using a portion of the net proceeds from the 2024 Notes, and the remaining issuance costs of $1.1 associated with the 2020 Notes were written off to interest expense in the Consolidated Statement of Operations. $375 Senior Unsecured Notes On September 25, 2019, the Company issued $375.0 of senior unsecured notes due September 2026 (“2019 Notes”). The 2019 Notes initially had a fixed coupon rate of 4.5% per year, payable semi-annually in arrears beginning March 2020. The coupon rate on the 2019 Notes is impacted by public bond ratings from Moody’s and S&P Global, as downgrades from either rating agency increases the coupon rate by 0.25% per downgrade level below investment grade. During the third quarter of 2020, Moody’s and S&P Global each downgraded the Company’s senior unsecured credit rating by one level. As such, the original coupon rate of 4.5% on the 2019 Notes increased to 5%, effective September 15, 2020. The 2019 Notes were issued at a discount of $0.6, resulting in an initial carrying value of $374.4. The Company is amortizing the discount to interest expense over the term of the 2019 Notes using the effective interest rate method, resulting in an annual interest rate of 4.53%. Unamortized deferred financing costs associated with the 2019 Notes of $1.2 are being amortized to interest expense on a straight-line basis (which approximates the effective interest method) over the remaining term of the 2019 Notes. The 2019 Notes are unsubordinated obligations of Hillenbrand and rank equally in right of payment with all of the Company’s other existing and future unsubordinated obligations. Subject to certain limitations, in the event of a change of control, the Company will be required to make an offer to purchase the 2019 Notes at a price equal to 101% of the principal amount of the 2019 Notes, plus accrued and unpaid interest, if any, to but excluding the date of repurchase. In addition, the 2019 Notes are redeemable with prior notice at a price equal to par plus accrued interest and a make-whole amount. $100 Series A Unsecured Notes On December 15, 2014, the Company issued $100.0 in 4.6% Series A unsecured notes (“Series A Notes”) pursuant to the Private Shelf Agreement, dated as of December 6, 2012, among the Company, Prudential Investment Management, Inc. (“Prudential”) and each Prudential Affiliate (as defined therein) that became a purchaser thereunder. During the year ended September 30, 2023, the Company repaid in full the Series A Notes using a portion of the net proceeds from the Batesville divestiture and wrote off the remaining issuance costs ($0.1). Covenants related to current Hillenbrand financing agreements Except as described above, the Amended Credit Agreement and the Amended L/G Facility Agreement contain the following financial covenants: a maximum leverage ratio (as described above and defined in the agreements) of 3.50 to 1.00 and minimum ratio of EBITDA (as defined in the agreements) to interest expense of 3.00 to 1.00. The Company may elect to increase the maximum permitted leverage ratio to a ratio of 4.00 to 1.00 following certain acquisitions for four full fiscal quarters (plus the fiscal quarter in which the acquisition takes place). Additionally, the Amended Credit Agreement and the Amended L/G Facility Agreement provide the Company with the ability to sell assets and to incur debt at its international subsidiaries under certain conditions. All obligations of the Company arising under the Amended Credit Agreement, the 2024 Notes, the 2021 Notes, the 2020 Notes, the 2019 Notes, and the Amended L/G Facility Agreement are fully and unconditionally, and jointly and severally, guaranteed by certain of the Company’s domestic subsidiaries. The Amended Credit Agreement and the Amended L/G Facility Agreement each contains certain other customary covenants, representations and warranties and events of default. The indentures governing the 2024 Notes, 2021 Notes, 2020 Notes and 2019 Notes do not limit our ability to incur additional indebtedness. They do, however, contain certain covenants that restrict our ability to incur secured debt and to engage in certain sale and leaseback transactions. The indentures also contain customary events of default . The indentures provide holders of the notes with remedies if the Company fails to perform specific obligations. As of September 30, 2024, the Company was in compliance with all covenants and there were no events of default. |