Item
1.01. Entry Into a Material Definitive Agreement.
On
June 9, 2020, Hillenbrand, Inc., an Indiana corporation (the “Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) by and among the Company and HSBC Securities (USA) Inc., Citizens Capital Markets,
Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein (the
“Underwriters”), in connection with the Company’s underwritten public offering (the “Offering”) of
$400,000,000 in aggregate principal amount of 5.7500% Senior Notes due 2025 (the “Notes”) at a public offering price
equal to 100% of the aggregate principal amount of the Notes. The Company’s offering of the Notes is expected to close on
June 16, 2020, subject to the satisfaction of customary closing conditions.
The Notes are being offered pursuant to
an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on September 9, 2019 (Registration
No. 233668), a base prospectus, dated September 9, 2019, included as part of the registration statement, and a prospectus supplement,
dated June 9, 2020, relating to the Notes filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities
Act of 1933, as amended.
The Underwriting Agreement includes customary
representations, warranties, covenants and closing conditions. It also provides for customary indemnification by the Company and
the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
Certain
of the Underwriters and their respective affiliates are full service financial institutions that have engaged in, and may in the
future engage in, investment banking, commercial banking and other commercial dealings in the ordinary course of business with
us or our affiliates. They have received, or may in the future receive, customary fees and commissions or other payments for these
transactions. Certain of the Underwriters or their affiliates are joint lead arrangers and lenders under our Third Amended and
Restated Credit Agreement, dated as of August 28, 2019, subsequently amended on October 8, 2019, January 10, 2020 and May 19, 2020,
by and among the Company and certain of its affiliates, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative
agent, and have other lending or credit arrangements with the Company. Certain of the Underwriters have also provided services
to Milacron Holdings Corp., the Company’s wholly-owned subsidiary, in the past. U.S. Bancorp Investments, Inc., one
of the Underwriters, is an affiliate of U.S. Bank National Association, the trustee (“Trustee”) under the base indenture
dated July 9, 2010, between the Company and the Trustee.
A copy of the Underwriting Agreement is
attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The above description
of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference
to such Exhibit.