8-K 1 hrc8-kjuly102019.htm 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): July 10, 2019

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.)

Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, without par value
HRC
New York Stock Exchange

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 July 9, 2019, certain wholly-owned subsidiaries of Hill-Rom Holdings, Inc. (the “Company”), and an affiliate of Audax Private Equity ("Audax") entered into a stock purchase agreement under which the Company has agreed to sell certain of its surgical consumable products and related assets to Audax for a purchase price of $170 million in cash (the “Divestiture”).  The Company expects the transaction to close during its fiscal fourth quarter, subject to the satisfaction of customary closing conditions.  The Company anticipates that it will incur an after-tax loss on the Divestiture of approximately $20 million, including transaction costs of approximately $4 million. 


Item 7.01.    REGULATION FD DISCLOSURE.

On July 10, 2019, the Company issued a press release announcing the Divestiture. A copy of the Company’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.

Disclosure Regarding Forward-Looking Statements

Certain statements herein contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the company's future plans, objectives, beliefs, expectations, representations and projections. It is important to note that forward-looking statements are not guarantees of future performance, and the company's actual results could differ materially from those set forth in any forward-looking statements. For a more in-depth discussion of factors that could cause actual results to differ from those contained in forward-looking statements, see the discussions under the heading “Risk Factors” in the company’s previously filed most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The company assumes no obligation to update or revise any forward-looking statements, unless required by law.


Item 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

(d)
Exhibits.

Press release of Hill-Rom Holdings, Inc., dated July 10, 2019





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:  July 10, 2019
By:
 
/s/ Deborah M. Rasin
 
 
 
 
 
Name:
Title:

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