Item 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS.
Securitization Facility
As previously disclosed on Hill-Rom Holdings, Inc.’s (the “Company”) Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 5, 2017, Hill-Rom Company, Inc. (“HRC”), a wholly-owned subsidiary of the Company, as initial servicer, Hill-Rom Finance Company LLC (“HR Finance”), a wholly-owned subsidiary of the Company and a bankruptcy remote, special purpose entity, as borrower, the persons from time to time party thereto, as lenders and as group agents and MUFG Bank, Ltd, (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.) (“MUFG”), as Administrative Agent (in such capacity, the “Agent” and, collectively, with the other persons from time to time party thereto, the “Lenders”), entered into a Loan and Security Agreement (as amended, restated or otherwise modified, the “Loan Agreement”), dated as of May 5, 2017. On April 23, 2021, HRC, HR Finance, the lenders party thereto, and the Agent entered into Amendment No. 5 to the Loan and Security Agreement (the “Loan Agreement Amendment”). The Loan Agreement Amendment and related transaction documents provide for an extension to the Loan Agreement and the receivables securitization facility thereunder (as amended, restated or otherwise modified, the “Securitization Facility”).
The documentation for the Securitization Facility includes (i) the Loan Agreement, (ii) the Purchase and Sale Agreement (as amended, restated or otherwise modified, including by Amendment No. 2 to the Purchase and Sale Agreement, dated as of April 23, 2021 (the “PSA Amendment”), the “PSA”), dated as of May 5, 2017, by and among HRC, as an originator and servicer, Hill-Rom Manufacturing, Inc. (“Manufacturing”), a wholly-owned subsidiary of the Company, as an originator, and HR Finance, as buyer, and (iii) a Performance Guaranty by the Company for the benefit of the Agent, the Lenders, and other affected parties, dated as of May 5, 2017 (as amended, restated or otherwise modified).
Pursuant to the Loan Agreement Amendment and the PSA Amendment, the Securitization Facility, which was previously set to terminate on April 26, 2021, will terminate on April 22, 2022 unless further extended by the parties. Certain other minor or technical amendments to the documentation governing the Securitization Facility were made in connection with the extension, including to modify the existing provisions relating to the designation and implementation of a benchmark replacement rate (including any appropriate adjustments) in the event of a cessation of LIBOR.
The foregoing description of the Loan Agreement Amendment is qualified in its entirety by reference to the full text thereof, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021.
Repurchase Facility
As previously disclosed on the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 4, 2018:
• HRC and Manufacturing, as sellers (“Repurchase Sellers”), and HRC, as agent for the Repurchase Sellers (in such capacity, the “Sellers’ Agent”), entered into a Master Framework Agreement (as amended, restated or otherwise modified, the “Framework Agreement”) with MUFG, as buyer (“Buyer”);
• HRC entered into the 1996 SIFMA Master Repurchase Agreement, including Annex I thereto (as amended thereby), dated as of May 4, 2018 (as amended, restated or otherwise modified, the “HRC MRA”), and related confirmations, each with Buyer; and
• Manufacturing entered into the 1996 SIFMA Master Repurchase Agreement, including Annex I thereto (as amended thereby), dated as of May 4, 2018 (as amended, restated or otherwise modified, the “Manufacturing MRA”) and related confirmations, each between Manufacturing and Buyer.
On April 23, 2021, the Repurchase Sellers, the Sellers’ Agent and the Buyer entered into Amendment No. 3 to the Master Framework Agreement (the “Framework Agreement Amendment”). The Framework Agreement Amendment and related transaction documents provide for an extension to the Framework Agreement and the subordinated notes repurchase facility thereunder (as amended, restated or otherwise modified, the “Repurchase Facility”).
The documentation for the Repurchase Facility includes (i) the Framework Agreement, (ii) the HRC MRA, (iii) the Manufacturing MRA and (iv) a Guaranty by the Company for the benefit of the Buyer, dated as of May 4, 2018 (as amended, restated or otherwise modified).
Pursuant to the Framework Agreement Amendment, the Repurchase Facility, which was previously set to terminate on April 26, 2021, will terminate on April 22, 2022 unless further extended by the parties. Certain other minor or technical amendments to the documentation governing the Repurchase Facility were also made in connection with the extension, including to modify the existing provisions relating to the designation and implementation of a benchmark replacement rate (including any appropriate adjustments) in the event of a cessation of LIBOR.
The foregoing description of the Framework Agreement Amendment is qualified in its entirety by reference to the full text thereof, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021.