Current Report Filing (8-k)
31 March 2020 - 7:25AM
Edgar (US Regulatory)
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0001417398
2020-03-29
2020-03-30
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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): March 30, 2020
HILLENBRAND, INC.
(Exact Name of Registrant
as Specified in Charter)
Indiana
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1-33794
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26-1342272
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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One Batesville Boulevard
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Batesville, Indiana
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47006
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(Address of Principal Executive Office)
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(Zip Code)
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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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Common Stock, without par value
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HI
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New York Stock Exchange
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Indicate by the check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.
Emerging
growth company ¨
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On March 30, 2020, Milacron LLC, a wholly-owned subsidiary of
Hillenbrand, Inc. (“Hillenbrand”), completed the previously announced divestiture of its Cimcool business, comprising
the former Fluids Technologies segment of Milacron Holdings Corp. before its acquisition by Hillenbrand (the “Business”),
in a single closing.
Hillenbrand expects to use cash proceeds from the sale of the
Business primarily for de-leveraging activities.
Additional information regarding Hillenbrand’s divestiture
of the Business was previously disclosed in Item 8.01 of Hillenbrand’s Current Report on Form 8-K filed on March 20, 2020.
Item 7.01
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Regulation FD Disclosure
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On March 30, 2020, Hillenbrand issued a press release announcing
the completion of the sale of the Business.
The full text of the press release is attached to this current
report on Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01. The information furnished in this Item 7.01 and Exhibit
99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated
by reference into any Hillenbrand filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Forward-Looking Statements
Throughout this release, 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 future 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 they
are subject to a wide range of risks. If our assumptions prove inaccurate or unknown risks and uncertainties materialize, actual
results could vary materially from Hillenbrand’s (the “Company”) expectations and projections.
Words that could indicate that we are making forward-looking
statements include the following:
intend
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believe
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plan
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expect
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may
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goal
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would
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become
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pursue
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estimate
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will
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forecast
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continue
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could
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target
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encourage
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promise
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improve
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progress
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potential
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should
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This is not an exhaustive list, but is intended to give you
an idea of how we try to 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 our actual results could differ materially from those set forth in any 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. These factors include, but are not limited to: the outcome of any legal
proceedings that may be instituted against the Company, or any companies we may acquire; risks that the integration of Milacron
or any other integration, acquisition, or disposition activity disrupts current operations or poses potential difficulties in employee
retention or otherwise affects financial or operating results; the ability to recognize the benefits of the acquisition of Milacron
or any other acquisition or disposition, including potential synergies and cost savings or the failure of the Company or any acquired
company to achieve its plans and objectives generally; global market and economic conditions, including those related to the credit
markets; volatility of our investment portfolio; adverse foreign currency fluctuations; involvement in claims, lawsuits and governmental
proceedings related to operations; our reliance upon employees, agents, and business partners to comply with laws in many countries
and jurisdictions; labor disruptions; the impact of the additional indebtedness that the Company has incurred in connection with
the acquisition of Milacron and the ability of the Company to comply with financial or other covenants in its debt agreements or
meet its de-leveraging goals; the dependence of our business units on relationships with several large providers; increased costs
or unavailability of raw materials or certain outsourced services; continued fluctuations in mortality rates and increased cremations;
competition in the industries in which we operate, including from nontraditional sources in the death care industry; our level
of international sales and operations; the impact of contagious diseases such as the recent coronavirus outbreak that could result
in an extended shutdown or reduction of our operations, substantially reduced sales volumes, or supply constraints; cyclical demand
for industrial capital goods; impacts of decreases in demand or changes in technological advances, laws, or regulation on the revenues
that we derive from the plastics industry; certain tax-related matters; and changes to legislation, regulation, treaties or government
policy, including any resulting from the current political environment. For a more in-depth discussion of these and other factors
that could cause actual results to differ from those contained in forward-looking statements, see the discussions under the heading
“Risk Factors” in Part I, Item 1A of Hillenbrand’s Form 10-K for the year ended September 30, 2019, filed with
the Securities and Exchange Commission (“SEC”) on November 13, 2019, and in Part II, Item 1A of Hillenbrand’s
Form 10-Q for the quarter ended December 31, 2019, filed with the Securities and Exchange Commission on February 5, 2020. We assume
no obligation to update or revise any forward-looking information.
Item 9.01
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Financial Statements and Exhibits.
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(b) Pro forma financial
information.
Hillenbrand received a waiver from the Securities and
Exchange Commission from the requirement to furnish the pro forma financial information otherwise required by Item 9.01(b)
with respect to the sale of the Business. Accordingly, that pro forma financial information will not be furnished.
(d) Exhibits.
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, thereunto duly authorized.
Date: March 30, 2020
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HILLENBRAND, INC.
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By:
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/s/ NICHOLAS R. FARRELL
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Name:
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Nicholas R. Farrell
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Title:
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Vice President, General Counsel, Secretary and Chief Compliance Officer
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