0000047518-18-000033.txt : 20180312 0000047518-18-000033.hdr.sgml : 20180312 20180312065816 ACCESSION NUMBER: 0000047518-18-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180307 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180312 DATE AS OF CHANGE: 20180312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hill-Rom Holdings, Inc. CENTRAL INDEX KEY: 0000047518 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 351160484 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06651 FILM NUMBER: 18681941 BUSINESS ADDRESS: STREET 1: 130 EAST RANDOLPH STREET STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: (312) 819-7200 MAIL ADDRESS: STREET 1: 130 EAST RANDOLPH STREET STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: HILLENBRAND INDUSTRIES INC DATE OF NAME CHANGE: 19920703 8-K 1 march72018hrc8-k.htm MARCH 7, 2018 HRC 8-K Document


 

 
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 7, 2018

HILL-ROM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)


Indiana
(State or other jurisdiction of
incorporation)
1-6651
(Commission File Number)
35-1160484
(IRS Employer Identification No.)
 
130 East Randolph Street
Suite 1000
Chicago, IL
(Address of principal executive
offices)
 
60601
(Zip Code)
(312) 819-7200
(Registrant’s telephone number, including area code)

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))

☐ Emerging growth company (Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.b-2 of this chapter).

☐ If an emerging growth company, indicate by check mark of the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



 





Item 2.05.     COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.

On March 7, 2018, Hill-Rom Holdings, Inc. (the “Corporation”) and Hill-Rom Company, Inc. and Hill-Rom Services, Inc. (both wholly-owned indirect subsidiaries of the Corporation), and Universal Hospital Services, Inc. (“UHS”) entered into a settlement agreement related to the Corporation’s previously disclosed litigation which, among other things, provided for the conveyance of certain net assets relating to the Corporation’s third party rental business, which is comprised of purchased moveable medical equipment that can be rented to customers, subject to the satisfaction of customary closing conditions (the “Divestiture”). UHS has agreed to drop its lawsuit against the Corporation as part of the settlement agreement. The Corporation anticipates that it will incur after tax charges of approximately $17 to $20 million relating to the Divestiture mainly during the fiscal second quarter of 2018 including: (i) charges of approximately $14 million relating to the carrying value of the net long-lived assets conveyed; and (ii) transaction related costs of approximately $3 to $6 million.


 Item 7.01.     REGULATION FD DISCLOSURE.

On March 12, 2018, the Corporation issued a press release announcing the Divestiture. A copy of the Corporation’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information contained in this Item 7.01 and in the accompanying 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 incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


Item 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

99.1     Press release of Hill-Rom Holdings, Inc., dated March 12, 2018 entitled “Hill-Rom Announces Divestiture of Third-Party Rental Business”

The press release may contain hypertext links to information on our website. The information on our website is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Current Report on Form 8-K.






EXHIBIT INDEX

Exhibit Number
Exhibit Description
 
 
Press release of Hill-Rom Holdings, Inc., dated March 12, 2018 entitled "Hill-Rom Announces Divestiture of Third-Party Rental Business"
 
 






SIGNATURE


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 hereunto duly authorized.


 
 
 
HILL-ROM HOLDINGS, INC.
 
 
 
(Registrant)
 
 
 
 
DATE:  March 12, 2018
By:
 
/s/ Deborah M. Rasin
 
 
 
 
 
Name:
Title:

 
Deborah M. Rasin
Senior Vice President, Chief Legal Officer and Secretary




EX-99.1 2 march122018pressrelease.htm EXHIBIT 99.1 Exhibit


hrclogoa10.jpg


CONTACT INFORMATION

Investor Relations
Contact:
Mary Kay Ladone, Vice President, Investor Relations
Phone:
312-819-9387
Email:
marykay.ladone@hill-rom.com

Media
Contact:
Howard Karesh, Vice President, Corporate Communications
Phone:         312-819-7268    
Email:
howard.karesh@hill-rom.com


HILL-ROM ANNOUNCES DIVESTITURE OF THIRD-PARTY RENTAL BUSINESS
Divestiture of non-core business enables greater focus on higher growth opportunities

CHICAGO, March 12, 2018 - Hill-Rom Holdings, Inc. (NYSE: HRC), today announced an agreement to divest certain of its third-party rental business to Minneapolis-based Universal Hospital Services, Inc. (UHS), a nationwide provider of medical equipment management and service solutions. Under terms of the agreement, Hill-Rom will transfer to UHS certain moveable medical equipment that can be rented to customers. Subject to customary closing conditions, the companies expect to close the transaction during Hill-Rom’s fiscal third quarter.

“Portfolio optimization remains a key component of our transformational journey,” said John J. Greisch, president and CEO of Hill-Rom. “With this divestiture on track to close during our fiscal third quarter, we are well positioned to redirect resources and strategic investments towards innovation, enhanced commercial capabilities, and areas of our business poised to drive accelerated growth and value in the years ahead.”

Hill-Rom’s third-party rental business generated revenue of approximately $35 million during fiscal 2017. Hill-Rom expects to incur after-tax charges totaling approximately $20 million, primarily during the fiscal second quarter of 2018.

About Hill-Rom Holdings, Inc.
Hill-Rom is a leading global medical technology company whose products, services and more than 10,000 employees worldwide help people get better care inside and outside the hospital. Our innovations in five core areas - Advancing Mobility, Wound Care and Prevention, Patient Monitoring and Diagnostics, Surgical Safety and Efficiency, and Respiratory Health - improve clinical and economic outcomes and ensure caregivers in more than 100 countries have the products they need to protect their patients, speed up recoveries and manage conditions. Every day, around the world, we enhance outcomes for patients and their caregivers. Learn more at hill-rom.com.

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