Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger, on November 21, 2019,
Milacron repaid in full and terminated the (i) Fourth Amended and Restated
Credit Agreement (the "ABL Credit Facility"), dated as of April 27, 2018, by and
among Milacron LLC, Mold-Masters (2007) Limited, the German subsidiaries of
Milacron (collectively, the "ABL Borrowers"), certain U.S. subsidiaries of
Milacron, Milacron Canada Corp., Milacron (collectively with Milacron Canada
Corp. and the U.S. subsidiaries, the "Guarantors"), certain financial
institutions party thereto as lenders (the "ABL Lenders"), and Bank of America,
N.A. as administrative agent for the ABL Lenders and as collateral agent for the
secured parties and (ii) Term Loan Agreement (as amended, the "Term Loan Credit
Facility"), dated as of May 14, 2015, by and among Milacron LLC (the "Term Loan
Borrower"), Milacron Intermediate Holdings Inc. and the Guarantors, the
financial institutions party to the agreement from time to time as lenders (the
"Term Lenders"), and JPMorgan Chase Bank, N.A., as administrative agent for the
Term Lenders and as collateral agent for the Secured Parties (as defined
therein), as amended.
In connection with the termination of the ABL Credit Facility, the ABL Borrowers
repaid all of the outstanding obligations thereunder, comprising $96,052 in
outstanding interest and fees. No prepayment premium or early termination
penalties were incurred by Milacron or any of its subsidiaries in connection
with the termination of the ABL Credit Facility (other than customary LIBOR
breakage fees). Existing letters of credit issued under the ABL Credit Facility
were backstopped by a standby letter of credit issued to Bank of America, N.A.
by JPMorgan Chase Bank, N.A., as issuing bank under Hillenbrand's existing
revolving credit facility in the amount of $13,315,005. Prior to its
termination, the ABL Credit Facility consisted of an aggregate principal amount
of $85.0 million of revolver commitments under the U.S. sub-facility thereunder,
$20.0 million of revolver commitments under the Canadian sub-facility thereunder
and $20.0 million of revolver commitments German sub-facility thereunder.
In connection with the termination of the Term Loan Credit Facility, the Term
Loan Borrower repaid all of the obligations with respect to the Term Loan Credit
Facility, comprising $771,000,000 in outstanding principal and $1,927,574 in
interest. No prepayment premium or early termination penalties were incurred by
Milacron or any of its subsidiaries in connection with the termination of the
Term Loan Credit Facility (other than customary LIBOR breakage fees). Prior to
its termination, the Term Loan Credit Facility consisted of an aggregate
principal amount of $939,897,500 in term loan commitments when most recently
amended on November 8, 2017.
In connection therewith, the Company unwound its various hedge transactions.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note above, on November 21, 2019, the Merger
was completed pursuant to the terms of the Merger Agreement, with Milacron
continuing as the surviving corporation and as a wholly-owned subsidiary of
Hillenbrand.
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value $0.01 per share, of Milacron ("Milacron Stock") issued and
outstanding immediately prior to the Effective Time (other than shares of
Milacron Stock (i) held by Milacron as treasury stock, (ii) owned by Hillenbrand
or Merger Sub immediately prior to the Effective Time, (iii) held by any
wholly-owned subsidiary of Milacron or Hillenbrand (other than Merger Sub)
immediately prior to the Effective Time or (iv) issued and outstanding
immediately prior to the Effective Time and held by any person who has not voted
in favor of adoption of the Merger Agreement or consented thereto in writing and
who has properly exercised appraisal rights in respect of such shares in
accordance with the Delaware General Corporation Law) was converted into the
right to receive (x) $11.80 in cash, without interest (the "Cash
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On November 21, 2019, in connection with the consummation of the Merger,
Milacron notified the New York Stock Exchange (the "NYSE") of the consummation
of the Merger and requested that the NYSE file with the SEC a Form 25
Notification of Removal from Listing and/or Registration to delist and
deregister the Milacron Stock under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). As a result, trading of Milacron Stock
was suspended prior to the opening of the NYSE on November 21, 2019 and the
Milacron Stock will no longer be listed on the NYSE.
Milacron also intends to file with the SEC a Certification and Notice of
Termination on Form 15 requesting to terminate the registration of the shares of
Milacron Stock under Section 12(g) of the Exchange Act and suspend Milacron's
reporting obligations under Sections 13 and 15(d) of the Exchange Act. The
disclosure set forth under Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The disclosure set forth under Items 2.01, 3.01, 5.02 and 5.03 of this Current
Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the consummation of the Merger, effective as of the Effective
Time, the directors of Merger Sub, Joe A. Raver, Kristina A. Cerniglia, Nicholas
R. Farrell and Glennis A. Williams became the directors of Milacron. In
connection therewith, each of Ira Boots, Timothy M. Crow, Waters S. Davis, James
F. Gentilcore, Gregory J. Gluchowski, Thomas J. Goeke, James M. Kratochvil,
David W. Reeder and Rebecca L. Steinfort resigned from the board of directors of
Milacron and all of the committees with respect thereto, effective as of the
Effective Time.
Each of Thomas J. Goeke, Bruce Chalmers, Mark Miller and Hugh O'Donnell resigned
as executive officers of Milacron as of the Effective Time.
These foregoing resignations were a result of the completion of the Merger in
accordance with the Merger Agreement and not as a result of any disagreements
between Milacron and the resigning directors or officers on any matters relating
to Milacron's operations, policies or practices.
Further, in connection with the Merger Agreement, effective as of the Effective
Time, Milacron appointed Joe A. Raver as President and Chairman and Kristina A.
Cerniglia as Vice President and Treasurer. Joe A. Raver, age 52, has served as
director and as President and Chief Executive Officer of Hillenbrand since
September 2013. Kristina A. Cerniglia, age 52, has served as Hillenbrand's
Senior Vice President, Chief Financial Officer since August 2014.
In connection with the consummation of the Merger, on November 20, 2019, the
compensation committee of the board of directors of Milacron approved the
payment of transaction bonuses to Bruce Chalmers, Milacron's Chief Financial
Officer, and Mark Miller, Milacron's Corporate Vice President and Chief Human
Resources Officer, in the amounts of $450,000 and $325,000, respectively. The
transaction bonuses are expected to be paid at, or immediately preceding, the
Effective Time.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, the certificate of incorporation
and bylaws of Milacron were amended and restated in their entirety, effective as
of the Effective Time. Copies of Milacron's amended and restated certificate of
incorporation and amended and restated bylaws are included as Exhibits 3.1 and
3.2 hereto, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated July 12, 2019, by and among
Hillenbrand, Inc., Bengal Delaware Holding Corporation, and Milacron
Holdings Corp. (incorporated by reference to Exhibit 2.1 to the Form
8-K filed by Milacron Holdings Corp. on July 16, 2019)1
3.1 Amended and Restated Certificate of Incorporation of Milacron
Holdings Corp.
3.2 Amended and Restated Bylaws of Milacron Holdings Corp.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL (included as Exhibit 101).
1 Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. Hillenbrand hereby undertakes to furnish supplementally
copies of any of the omitted schedules and exhibits upon request by the U.S.
Securities and Exchange Commission.
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