Item 1.01.Entry Into a Material Definitive Agreement.
On September 19, 2019, Hill-Rom Holdings, Inc.
(“Hillrom”) completed its previously announced private offering (the “Offering”) of $425
million aggregate principal amount of 4.375% Senior Notes due 2027 (the “Notes”) pursuant to a purchase agreement,
dated September 5, 2019, by and among Hillrom, certain subsidiary guarantors party thereto (the “Subsidiary Guarantors”)
and J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein.
In connection with the closing of the Offering, Hillrom and
the Subsidiary Guarantors entered into an Indenture, dated September 19, 2019 (the “Indenture”), between Hillrom,
the Subsidiary Guarantors and Citibank, N.A., as trustee (the “Trustee”).
The Indenture provides, among other things,
that the Notes will be senior unsecured obligations of Hillrom. Hillrom’s payment obligations under the Notes are fully and
unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Subsidiary Guarantors. Interest is payable
on the Notes on March 15 and September 15 of each year, beginning on March 15, 2020. The Notes will mature on September 15, 2027.
The Indenture contains restrictive covenants
that, among other things, limit the ability of Hillrom and the Subsidiary Guarantors to: (i) incur additional indebtedness
or issue certain preferred stock; (ii) pay dividends on, or make distributions in respect of, their capital stock; (iii) make
certain investments or other restricted payments; (iv) sell certain assets or issue capital stock of restricted subsidiaries;
(v) create liens; (vi) merge, consolidate or transfer or dispose of substantially all of their assets; and (vii) engage
in certain transactions with affiliates. These covenants are subject to a number of important limitations and exceptions that are
described in the Indenture.
The Indenture provides for customary events
of default that include, among other things (subject in certain cases to customary grace and cure periods): (i) nonpayment
of principal, premium, if any, and interest, when due; (ii) breach of covenants in the Indenture; (iii) defaults relating
to the failure to pay at final maturity or the acceleration of certain other indebtedness; (iv) a failure to pay certain judgments;
and (v) certain events of bankruptcy and insolvency. If an event of default occurs and is continuing, the Trustee or holders
of at least 25% in principal amount of the then outstanding Notes may declare the principal, accrued and unpaid interest, if any,
on all the Notes to be due and payable. These events of default are subject to a number of important qualifications, limitations
and exceptions that are described in the Indenture.
The Notes will also be redeemable at the
option of Hillrom, in whole or in part, at any time on or after September 15, 2022 pursuant to a customary schedule of declining
redemption prices. In addition, Hillrom may redeem some or all of the Notes prior to September 15, 2022 at a price equal to 100%
of the principal amount thereof plus a “make-whole” premium. Prior to September 15, 2022, Hillrom may redeem up to
40% of the aggregate principal amount of the Notes using the proceeds of certain equity offerings at a redemption price equal to
104.375% of the aggregate principal amount of the Notes.
The Indenture is filed as Exhibit 4.1
to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the Indenture does not
purport to be complete and is qualified in its entirety by reference to the Indenture.