Annual report pursuant to Section 13 and 15(d)

Financing Agreements

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Financing Agreements
12 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Financing Agreements
Financing Agreements
 
 
September 30,
 
2018
 
2017
$900 revolving credit facility (excluding outstanding letters of credit)
$
95.7

 
$
68.0

$180 term loan

 
148.5

$150 senior unsecured notes, net of discount (1)
149.3

 
148.9

$100 Series A Notes (2)
99.6

 
99.7

Other

 
0.6

Total debt
344.6

 
465.7

Less: current portion

 
18.8

Total long-term debt
$
344.6

 
$
446.9

 
 
 
 
(1) Includes debt issuance costs of $0.4 and $0.6 at September 30, 2018 and September 30, 2017.
(2) Includes debt issuance costs of $0.4 and $0.3 at September 30, 2018 and September 30, 2017.

 
The following table summarizes the scheduled maturities of long-term debt for 2019 through 2023:
 
 
Amount
2019
$

2020
150.0

2021

2022

2023
95.7


 

On December 8, 2017, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”), which governs our revolving credit facility (the “Facility”), by and among the Company and certain of its affiliates, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement amended and extended the Company’s former credit agreement which provided for a revolving credit facility of up to $700.0 in aggregate principal amount and a term loan in an original principal amount of $180.0.

The Credit Agreement increased the maximum principal amount available for borrowing under the Facility from $700.0 to $900.0. In connection with the Credit Agreement, the Company repaid the existing term loan in full with borrowings under the Facility. The aggregate principal amount available for borrowing under the Credit Agreement may be expanded, subject to the approval of the lenders, by an additional $450.0. The Credit Agreement extended the maturity date of the Facility to December 8, 2022. New deferred financing costs related to the Credit Agreement were $2.1, which along with existing costs of $1.0, are being amortized to interest expense over the term of the Facility.

Borrowings under the Facility bear interest at variable rates plus a margin amount based upon our leverage.  There is also a facility fee based upon our leverage.  All revolving amounts due under the Facility mature upon expiration.  These borrowings are classified as long-term. The Facility is an unsubordinated obligation of Hillenbrand and ranks equally in right of payment with all our other existing and future unsubordinated obligations.

With respect to the Facility, as of September 30, 2018, we had $7.3 in outstanding letters of credit issued and $797.0 of maximum borrowing capacity. Of the maximum borrowing capacity, $769.2 was immediately available based on our leverage covenant at September 30, 2018, with additional amounts available in the event of a qualifying acquisition.  The weighted-average interest rates on borrowings under the Facility were 1.83% and 1.40% for 2018 and 2017.  The weighted average facility fee was 0.15% and 0.23% for 2018 and 2017. The weighted-average interest rate on the Facility’s term loan was 2.60% for 2018 (until the date of repayment) and 2.27% for 2017.

We had interest rate swaps on $50.0 of outstanding borrowings under the Facility in order to manage exposure to our variable interest payments. We terminated these swaps in the fourth quarter of 2018, and the related amounts were released from accumulated other comprehensive loss to other (expense) income, net.

In July 2010, we issued $150 of senior unsecured notes (“Notes”) due July 2020.  The Notes bear interest at a fixed rate of 5.5% per year, payable semi-annually in arrears beginning January 2011.  The Notes were issued at a discount of $1.6, resulting in an initial carrying value of $148.4.  We are amortizing the discount to interest expense over the term of the Notes using the effective interest rate method, resulting in an annual interest rate of 5.65%.  Deferred financing costs associated with the Notes of $2.1 are being amortized to interest expense on a straight-line basis over the term of the Notes.  The Notes are unsubordinated obligations of Hillenbrand and rank equally in right of payment with all of our other existing and future unsubordinated obligations.
 
The indenture governing the Notes does not limit our ability to incur additional indebtedness.  It does, however, contain certain covenants that restrict our ability to incur secured debt and to engage in certain sale and leaseback transactions.  The indenture provides holders of debt securities with remedies if we fail to perform specific obligations.  In the event of a “Change of Control Triggering Event” (as defined in the indenture), each holder of the Notes has the right to require the Company to purchase all or a portion of its Notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest.  The Notes are redeemable with prior notice at a price equal to par plus accrued interest and a make-whole amount.

On December 15, 2014, we issued $100.0 in 4.60% Series A unsecured notes (“Series A Notes”) pursuant to the Private Shelf Agreement, dated as of December 6, 2012 (as amended, the “Shelf Agreement”), among the Company, Prudential Investment Management, Inc. (“Prudential”) and each Prudential Affiliate (as defined therein) that became a purchaser thereunder. The Series A Notes are unsecured, mature on December 15, 2024, and bear interest at 4.60% payable semi-annually in arrears. The Company may at any time upon providing notice, prepay all or part of the Series A Notes at 100% of the principal amount prepaid plus a Make-Whole Amount (as defined therein). Deferred financing costs of $0.4 related to the Series A Notes are being amortized to interest expense over the term of the Series A Notes.

On December 15, 2014, December 19, 2014, March 24, 2016, and December 8, 2017, the Company and certain of the Company’s domestic subsidiaries entered into amendments (collectively, the “Prudential Amendments”) to the Shelf Agreement. The latest amendment conformed certain terms of the Shelf Agreement with those contained in the Credit Agreement. The Shelf Agreement is a $200 uncommitted facility, of which $100.0 has been drawn. The issuance of notes under the Shelf Agreement is subject to successful placement by Prudential.

On March 8, 2018, the Company entered into the L/G Facility Agreement. The L/G Facility Agreement replaces the Company’s former Syndicated L/G Facility Agreement dated as of June 3, 2013 and permits the Company and certain of its subsidiaries to request that one or more of the lenders issue up to an aggregate of €150.0 in unsecured letters of credit, bank guarantees or other surety bonds (collectively, the “Guarantees”).

The Guarantees carry an annual fee that varies based on the Company’s leverage ratio. The L/G Facility Agreement also provides for a leverage-based commitment fee assessed on the undrawn portion of the facility. The L/G Facility Agreement matures in December 2022 but can be extended or terminated earlier under certain conditions. New deferred financing costs related to the L/G Facility Agreement were $1.0, which along with existing costs of $0.6, are being amortized to interest expense over the term of the agreement.

In the normal course of business, the Process Equipment Group provides to certain customers bank guarantees and other credit arrangements in support of performance, warranty, advance payment, and other contractual obligations.  This form of trade finance is customary in the industry and, as a result, we maintain adequate capacity to provide the guarantees.  As of September 30, 2018, we had credit arrangements totaling $248.4, under which $196.5 was utilized for this purpose.  These arrangements included the facilities under the L/G Facility Agreement and other ancillary credit facilities.