|
Indiana
(State or other jurisdiction of
incorporation or organization) |
| |
26-1342272
(I.R.S. Employer
Identification Number) |
|
|
Large accelerated filer
☒
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☐
|
| |
Smaller reporting company
☐
|
|
| | | |
Emerging growth company
☐
|
|
Exact Name of Additional
Registrants |
| |
Address and Telephone Number
|
| |
Jurisdiction of Incorporation
|
| |
I.R.S. Employer
Identification Number |
|
Hillenbrand FHN Holdings LLC | | |
One Batesville Boulevard,
Batesville, IN 47006, Phone: 812-931-5000 |
| |
Delaware
|
| |
93-3059556
|
|
Hillenbrand Indiana Holdings LLC | | |
One Batesville Boulevard,
Batesville, IN 47006, Phone: 812-931-5000 |
| |
Indiana
|
| |
92-1860520
|
|
Hillenbrand Luxembourg Inc. | | |
One Batesville Boulevard,
Batesville, IN 47006, Phone: 812-931-5000 |
| |
Delaware
|
| |
85-3222223
|
|
K-Tron Investment Co. | | | One Batesville Blvd., Batesville, IN 47006, Phone: 812-931-5000 | | |
Delaware
|
| |
51-0330743
|
|
Milacron LLC | | |
One Batesville Boulevard,
Batesville, IN 47006, Phone: 812-931-5000 |
| |
Delaware
|
| |
27-0552509
|
|
Milacron Marketing Company LLC | | |
One Batesville Boulevard,
Batesville, IN 47006, Phone: 812-931-5000 |
| |
Delaware
|
| |
27-0552782
|
|
Milacron Plastics Technologies Group LLC | | |
One Batesville Boulevard,
Batesville, IN 47006, Phone: 812-931-5000 |
| |
Delaware
|
| |
27-0552823
|
|
Process Equipment Group, Inc. | | |
590 Woodbury Glassboro Road, Sewell, NJ 08080,
Phone: 856-589-0500 |
| |
New Jersey
|
| |
22-1759452
|
|
Schenck Process Holding North America, Inc. | | |
7901 NW 107th Terrace,
Kansas City, MO 64153, Phone: 812-931-5000 |
| |
Delaware
|
| |
48-0760430
|
|
Schenck Process LLC | | |
7901 NW 107th Terrace,
Kansas City, MO 64153, Phone: 812-931-5000 |
| |
Kansas
|
| |
86-1153837
|
|
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 2 | | | |
| | | | 3 | | | |
| | | | 4 | | | |
| | | | 5 | | | |
| | | | 6 | | | |
| | | | 7 | | | |
| | | | 8 | | | |
| | | | 9 | | | |
| | | | 12 | | | |
| | | | 21 | | | |
| | | | 25 | | | |
| | | | 26 | | |
| intend | | | believe | | | plan | | | expect | | | may | | | goal | | | would | | | project | | | position | |
| become | | | pursue | | | estimate | | | will | | | forecast | | | continue | | | could | | | anticipate | | | remain | |
| target | | | encourage | | | promise | | | improve | | | progress | | | potential | | | should | | | impact | | | | |
|
SEC registration fee
|
| | | $ | * | | |
|
Financial Industry Regulatory Authority filing fee
|
| | | | 75,500.00 | | |
|
Trustee’s fees and expenses
|
| | | | ** | | |
|
Printing fees and expenses
|
| | | | ** | | |
|
Legal fees and expenses
|
| | | | ** | | |
|
Accounting fees and expenses
|
| | | | ** | | |
|
Rating agency fees
|
| | | | ** | | |
|
Miscellaneous fees and expenses
|
| | | | ** | | |
|
Total:
|
| | | $ | ** | | |
| | | | HILLENBRAND, INC. | |
| | | |
BY:
/s/ THEODORE S. HADDAD, JR.
Name: Theodore S. Haddad, Jr.
Title: Vice President and Treasurer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ KIMBERLY K. RYAN
Kimberly K. Ryan
|
| |
President and Chief Executive Officer (principal executive officer), Director
|
| |
February 7, 2024
|
|
|
/s/ ROBERT VANHIMBERGEN
Robert VanHimbergen
|
| |
Senior Vice President and Chief Financial Officer (principal financial officer)
|
| |
February 7, 2024
|
|
|
/s/ MEGAN WALKE
Megan Walke
|
| |
Vice President and Chief Accounting Officer (principal accounting officer)
|
| |
February 7, 2024
|
|
|
/s/ HELEN W. CORNELL
Helen W. Cornell
|
| |
Chairperson
|
| |
February 7, 2024
|
|
|
/s/ GARY L. COLLAR
Gary L. Collar
|
| |
Director
|
| |
February 7, 2024
|
|
|
/s/ JOY M. GREENWAY
Joy M. Greenway
|
| |
Director
|
| |
February 7, 2024
|
|
|
/s/ DANIEL C. HILLENBRAND
Daniel C. Hillenbrand
|
| |
Director
|
| |
February 7, 2024
|
|
|
/s/ NEIL S. NOVICH
Neil S. Novich
|
| |
Director
|
| |
February 7, 2024
|
|
|
/s/ DENNIS W. PULLIN
Dennis W. Pullin
|
| |
Director
|
| |
February 7, 2024
|
|
|
/s/ JENNIFER W. RUMSEY
Jennifer W. Rumsey
|
| |
Director
|
| |
February 7, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ INDERPREET SAWHNEY
Inderpreet Sawhney
|
| |
Director
|
| |
February 7, 2024
|
|
|
/s/ STUART A. TAYLOR II
Stuart A. Taylor II
|
| |
Director
|
| |
February 7, 2024
|
|
| | | | HILLENBRAND FHN HOLDINGS LLC | |
| | | |
BY:
/s/ THEODORE S. HADDAD, JR.
Name: Theodore S. Haddad, Jr.
Title: Vice President and Treasurer |
|
|
Signature
|
| |
Title
|
|
|
/s/ KIMBERLY K. RYAN
Kimberly K. Ryan
|
| |
President and Chief Executive Officer
(principal executive officer) |
|
|
/s/ THEODORE S. HADDAD, Jr.
Theodore S. Haddad, Jr.
|
| |
Vice President and Treasurer (principal financial officer and principal accounting officer)
|
|
| | | | HILLENBRAND INDIANA HOLDINGS LLC | |
| | | |
BY:
/s/ THEODORE S. HADDAD, JR.
Name: Theodore S. Haddad, Jr.
Title: Vice President and Treasurer |
|
|
Signature
|
| |
Title
|
|
|
/s/ KIMBERLY K. RYAN
Kimberly K. Ryan
|
| |
President (principal executive officer)
|
|
|
/s/ ROBERT VANHIMBERGEN
Robert VanHimbergen
|
| |
Vice President (principal financial officer and principal accounting officer)
|
|
| | | | HILLENBRAND LUXEMBOURG INC. | |
| | | |
BY:
/s/ THEODORE S. HADDAD, JR.
Name: Theodore S. Haddad, Jr.
Title: Treasurer |
|
|
Signature
|
| |
Title
|
|
|
/s/ THEODORE S. HADDAD, JR.
Theodore S. Haddad, Jr.
|
| |
Treasurer (principal executive officer, principal financial officer and principal accounting officer)
|
|
| | | | MILACRON LLC | |
| | | |
BY:
/s/ THEODORE S. HADDAD, JR.
Name: Theodore S. Haddad, Jr.
Title: Treasurer |
|
|
Signature
|
| |
Title
|
|
|
/s/ THEODORE S. HADDAD, JR.
Theodore S. Haddad, Jr.
|
| |
Treasurer (principal executive officer, principal financial officer and principal accounting officer)
|
|
| | | | MILACRON MARKETING COMPANY LLC | |
| | | |
BY:
/s/ THEODORE S. HADDAD, JR.
Name: Theodore S. Haddad, Jr.
Title: Treasurer |
|
|
Signature
|
| |
Title
|
|
|
/s/ THEODORE S. HADDAD, JR.
Theodore S. Haddad, Jr.
|
| |
Treasurer (principal executive officer, principal financial officer and principal accounting officer)
|
|
| | | | K-TRON INVESTMENT CO. | |
| | | |
BY:
/s/ THEODORE S. HADDAD, JR.
Name: Theodore S. Haddad, Jr.
Title: Vice President and Assistant Treasurer |
|
|
Signature
|
| |
Title
|
|
|
/s/ THEODORE S. HADDAD, JR.
Theodore S. Haddad, Jr.
|
| |
Vice President and Assistant Treasurer
(principal executive officer, principal financial officer and principal accounting officer) |
|
| | | |
MILACRON PLASTICS TECHNOLOGIES
GROUP LLC |
|
| | | |
BY:
/s/ THEODORE S. HADDAD, JR.
Name: Theodore S. Haddad, Jr.
Title: Treasurer |
|
|
Signature
|
| |
Title
|
|
|
/s/ THEODORE S. HADDAD, JR.
Theodore S. Haddad, Jr.
|
| |
Treasurer (principal executive officer, principal financial officer and principal accounting officer)
|
|
| | | |
SCHENCK PROCESS HOLDING NORTH
AMERICA, INC. |
|
| | | |
BY:
/s/ THEODORE S. HADDAD, JR.
Name: Theodore S. Haddad, Jr.
Title: Vice President and Treasurer |
|
|
Signature
|
| |
Title
|
|
|
/s/ GERALD R. BROWN, JR.
Gerald R. Brown, Jr.
|
| |
President (principal executive officer)
|
|
|
/s/ THEODORE S. HADDAD, JR.
Theodore S. Haddad, Jr.
|
| |
Vice President and Treasurer (principal financial officer and principal accounting officer)
|
|
| | | | SCHENCK PROCESS LLC | |
| | | |
BY:
/s/ THEODORE S. HADDAD, JR.
Name: Theodore S. Haddad, Jr.
Title: Vice President and Treasurer |
|
|
Signature
|
| |
Title
|
|
|
/s/ GERALD R. BROWN, JR.
Gerald R. Brown, Jr.
|
| |
President (principal executive officer)
|
|
|
/s/ THEODORE S. HADDAD, JR.
Theodore S. Haddad, Jr.
|
| |
President (principal financial officer and principal accounting officer)
|
|
| | | | PROCESS EQUIPMENT GROUP, INC. | |
| | | |
BY:
/s/ THEODORE S. HADDAD, JR.
Name: Theodore S. Haddad, Jr.
Title: Treasurer |
|
|
Signature
|
| |
Title
|
|
|
/s/ THEODORE S. HADDAD, JR.
Theodore S. Haddad, Jr.
|
| |
Treasurer (principal executive officer, principal financial officer and principal accounting officer)
|
|
Exhibit 5.1
One American Square | Suite 2900 | Indianapolis, IN 46282-0200
Chicago Columbus DuPage County, Ill. |
Hillenbrand, Inc.
One Batesville Boulevard
Batesville, IN 47006
February 7, 2024
Ladies and Gentlemen:
We have acted as counsel to Hillenbrand, Inc., an Indiana corporation (the “Company”), and Hillenbrand Indiana Holdings LLC, an Indiana limited liability company (the “Indiana Co-Registrant” and, together with the Company, the “Issuers”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) being filed by the Issuers and the other co-registrants named therein with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the Securities Act, of the following securities: (i) debt securities of the Company, in one or more series (“Debt Securities”); and (ii) guarantees of one or more of the co-registrants, including the Indiana Co-Registrant, to be issued in connection with the Debt Securities (the “Guarantee”). The Debt Securities and Guarantee are collectively referred to herein as the “Securities.”
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
Each series of Debt Securities and any related Guarantee thereof will be issued pursuant to an Indenture, dated as of July 9, 2010 (the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as may be amended or supplemented from time to time, incorporated by reference as Exhibit 4.1 of the Registration Statement.
In connection with this opinion letter we have examined the Registration Statement and the exhibits being filed thereunder, including the Indenture, as amended and supplemented as of the date hereof, the Restated and Amended Articles of Incorporation of the Company, as amended, and the Amended and Restated Code of By-Laws of the Company, as amended, each in the form filed with the Commission (collectively, the “Company Organizational Documents”), the Articles of Organization of the Indiana Co-Registrant, as amended and the Operating Agreement of the Indiana Co-Registrant, each as amended as of the date hereof (collectively, the “Indiana Co-Registrant Organizational Documents” and, together with the Company Organizational Documents, the “Organizational Documents”), the resolutions adopted by the Board of Directors of the Company and the sole member of the Indiana Co-Registrant, respectively, effective as of February 5, 2024 relating to the Registration Statement. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Issuers, such agreements, certificates of public officials and others, and such other documents, instruments, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. We have also relied upon oral or written statements and representations of officers and other representatives of the Issuers and others.
In our examination, we have assumed, without independent verification: (a) the legal capacity of all natural persons; (b) the genuineness of all signatures; (c) the authenticity of all documents submitted to us as originals; (d) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (e) the authenticity of the originals of such latter documents; (f) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments, certificates and records we have reviewed; and (g) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.
February 7, 2024
Page 2
For the purposes of this opinion letter, we also have assumed that, at the time of the issuance, sale and delivery of each issue of Securities: (i) each Issuer will remain validly existing under Indiana law; (ii) the Registration Statement and any additional required post-effective amendments thereto will have become effective under the Securities Act, such effectiveness will not have been terminated or rescinded, and the Registration Statement and any such amendments will comply with all applicable laws; (iii) any Securities being offered will be issued and sold in compliance with applicable federal and state securities laws and as contemplated in the Registration Statement or the prospectus supplement relating thereto; (iv) any legally required consents, approvals, authorizations and other orders of the Commission and any other governmental or regulatory authorities will have been obtained; (v) the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed will continue to be true, accurate and complete; (vi) all actions necessary for the issuance of any Securities and the form and terms thereof will not (a) contravene the Organizational Documents, (b) violate any law, rule or regulation applicable to either Issuer or (c) result in any conflict with or breach of any agreement or document binding on either Issuer; and (vii) there shall not have occurred any change in law affecting the validity of any Securities to be issued.
The opinions set forth below are limited to the laws of the State of Indiana and the State of New York, and we do not express any opinion with respect to the laws, rules or regulations of any other jurisdiction. The Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof.
Based on and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that:
1. With respect to any series of Debt Securities covered by the Registration Statement, when (i) appropriate corporate action under the laws of the State of Indiana has been taken to authorize the issuance and terms of such series of Debt Securities and related matters and, if necessary, to authorize the execution and delivery of a supplement to the Indenture and (ii) such series of Debt Securities has been duly executed and authenticated in accordance with the provisions of the Indenture, as supplemented, and duly delivered to the purchasers thereof upon payment of the agreed-upon consideration therefor, such series of Debt Securities, when issued and sold in accordance with the Indenture, as supplemented, and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and legally binding purchase or agency agreement, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms.
2. With respect to the Guarantee of the Indiana Co-Registrant, when (i) appropriate limited liability company action under the laws of the State of Indiana has been taken to authorize the issuance and terms of such Guarantee and related matters and, if necessary, to authorize the execution and delivery of a supplement to the Indenture and (ii) such Guarantee has been duly executed and authenticated in accordance with the provisions of the Indenture, as supplemented, and duly delivered to the purchasers thereof upon payment of the agreed-upon consideration for the related Debt Securities, such Guarantee, when issued and sold in accordance with the Indenture, as supplemented, and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and legally binding purchase or agency agreement, will be valid and legally binding obligations of the Indiana Co-Registrant, enforceable against the Indiana Co-Registrant in accordance with their respective terms.
February 7, 2024
Page 3
The opinions set forth above are subject to the following: (a) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally; (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), and the discretion of the court before which any proceeding therefor may be brought; (c) public policy considerations which may limit the rights of parties to obtain remedies; (d) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification or contribution to a party with respect to a liability, whether because such indemnification or contribution is contrary to public policy or otherwise; (e) the unenforceability of any provision requiring the payment of attorneys’ fees, except to the extent a court determines such fees to be reasonable; (f) requirements that a claim with respect to any Debt Securities denominated in a currency, currency unit or composite currency other than United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; (g) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies; (h) the Securities being offered, will be issued and sold solely in the manner stated in the Registration Statement, any appropriate prospectus supplement or other offering material; and (i) in the case of any underwriting agreement and any other agreements or instruments pursuant to which any Securities are to be issued or sold that come into existence after the date of this opinion or that were otherwise not provided to us (including, without limitation, any supplements to or other amendments of the Indenture), that such agreements or instruments shall not contain any terms or provisions that would have the effect, under applicable law, of vitiating or creating a contractual defense to the validity and legally binding nature of such instrument or agreement, or that would affect the validity of any of the opinions rendered herein.
We express no opinion as to (a) the enforceability of the waiver of rights or defenses contained in the Indenture; (b) any provisions of the Debt Securities or the Indenture that may provide for interest on interest or penalty interest or whether acceleration of the Debt Securities may affect the collectability of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; (c) the effectiveness of any waiver in respect of any of the Securities of any rights that a party has, or of duties that are owed to it, as a matter of law, or that is broadly stated or does not describe the right or duty purportedly waived with reasonable specificity; (d) whether a subsidiary may guarantee or otherwise be liable for indebtedness incurred by its parent (direct or indirect) (i) where, in the case of the Indiana Co-Registrant, such guarantee is not bona fide under Indiana law, or (ii) to the extent that it has not been determined that such subsidiary has benefited from the incurrence of the indebtedness by its parent (direct or indirect) or if any such benefit is measured other than by the extent to which the proceeds of the indebtedness incurred by its parent (direct or indirect) are, directly or indirectly, made available to such subsidiary for its corporate, limited liability company or other analogous purposes; or (e) the impact, if any, on the enforceability of the Guarantee of the acts or omissions of the holder of the Guarantee after execution and delivery thereof.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also hereby consent to the use of our name under the heading “Legal Matters” in the prospectuses which form a part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, | ||
/s/ Ice Miller LLP |
Exhibit 5.2
Skadden, Arps, Slate, Meagher & Flom llp
One Manhattan West
New York, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com
| FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO |
February 7, 2024
Hillenbrand, Inc.
One Batesville Boulevard
Batesville, Indiana 47006
Re: | Hillenbrand, Inc. Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special United States counsel to Hillenbrand, Inc., an Indiana corporation (the “Company”), in connection with the automatic registration statement on Form S-3 (the “Registration Statement”) to be filed on the date hereof by the Company and the guarantors listed on Schedule I hereto (collectively, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”), of (i) debt securities of the Company (“Debt Securities”), which may be issued in one or more series under the Indenture, dated as of July 9, 2010 (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, which is filed as an exhibit to the Registration Statement and (ii) such indeterminate amount of Debt Securities as may be issued upon conversion, exchange or exercise, as applicable, of any Debt Securities as may be issued pursuant to anti-dilution adjustments determined at the time of offering (collectively, “Indeterminate Securities”). The Registration Statement also relates to the issuance and sale from time to time by the Guarantors of guarantees of the Debt Securities (“Guarantees”). The Debt Securities and the Guarantees offered pursuant to the Registration Statement are collectively referred to herein as the “Securities.”
Hillenbrand,
Inc.
February 7, 2024
Page 2
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinions stated herein, we have examined and relied upon the following:
(a) the Registration Statement;
(b) an executed copy of the Indenture;
(c) an executed copy of a certificate for each Opinion Party (as defined below) of the Secretary or Assistant Secretary of each Opinion Party, dated the date hereof (collectively, the “Secretary’s Certificates”);
(d) a copy of the certificate of incorporation or certificate of formation, as applicable, as described on Schedule II hereto, of each of the Opinion Parties, as certified by the Secretary of State of the State of Delaware as of February 6, 2024, and certified pursuant to the Secretary’s Certificates, as applicable;
(e) a copy of the bylaws, as amended and in effect as of the date hereof, or limited liability company agreements, as applicable, of each of the Opinion Parties, as described on Schedule II hereto (collectively, the “LLC Agreements”), and certified pursuant to the Secretary’s Certificates, as applicable; and
(f) a copy of certain resolutions adopted by the board of directors, managing member, sole member or other governing body, as applicable, of each Opinion Party relating to the Registration Statement and the registration of the Securities and related matters, as certified pursuant to the Secretary’s Certificates, as applicable.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Guarantors and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and the Guarantors and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and the Guarantors and others and of public officials, including those in the Secretary’s Certificates.
We do not express any opinion with respect to the laws of any jurisdiction other than (i) the General Corporation Law of the State of Delaware (the “DGCL”) and (ii) the Delaware Limited Liability Company Act (the “DLLCA”).
As used herein, (i) “Opinion Parties” means each of the Guarantors listed on Schedule III hereto and “LLC Opinion Party” means each of the Opinion Parties that is a limited liability company and (ii) “Transaction Documents” means the Indenture and the supplemental indentures and any officer’s certificates establishing the terms of the Debt Securities pursuant thereto and the related Guarantees.
Hillenbrand,
Inc.
February 7, 2024
Page 3
The opinions stated below presume that all of the following (collectively, the “general conditions”) shall have occurred prior to the issuance and sale of the Guarantees referred to therein: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments) has become effective under the Securities Act; (ii) an appropriate prospectus supplement or term sheet with respect to such Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) the applicable Transaction Documents shall have been duly authorized, executed and delivered by the Company and the other parties thereto, including, if such Securities are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement or purchase agreement with respect thereto; (iv) the Board of Directors of the Company and similar governing bodies of the Guarantors, including any duly authorized committees thereof, shall have taken all necessary corporate action to approve the issuance and sale of such Securities and related matters, and appropriate officers of the Company and the Guarantors have taken all related action as directed by or under the direction of the Board of Directors of the Company or similar governing bodies of the Guarantors, as applicable; and (v) the terms of the applicable Transaction Documents and the issuance and sale of such Securities have been duly established in conformity with the certificate of incorporation of the Company and organizational documents of the Guarantors, as applicable, so as not to violate any applicable law, the certificate of incorporation of the Company, the bylaws of the Company or the organizational documents of the Guarantors, or result in a default under or breach of any agreement or instrument binding upon the Company or the Guarantors, as applicable, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that with respect to any Guarantee by an Opinion Party of any series of Debt Securities (“Offered Debt Securities”), including any Guarantee by an Opinion Party of any Indeterminate Securities constituting Offered Debt Securities of such series (the “Offered Guarantees”), when (a) the general conditions shall have been satisfied, (b) the issuance, sale and terms of the Offered Guarantees and related matters have been approved and established in conformity with the applicable Transaction Documents, (c) certificates (if any) evidencing the Offered Guarantees and the certificates evidencing the Debt Securities guaranteed thereby have been duly executed and, if applicable, authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Documents and (d) such Debt Securities have been issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed upon consideration therefor (i) the Guarantees will be duly authorized, executed and delivered by all requisite corporate or limited liability company, as applicable, action on the part of each Opinion Party under the DGCL or the DLLCA, as applicable, and (ii) each Opinion Party will have the corporate or limited liability company, as applicable, power and authority to execute and deliver each of the Guarantees and to consummate the offer and sale of the Guarantees contemplated thereby under the DGCL or the DLLCA, as applicable.
In addition, in rendering the foregoing opinions we have assumed that each of the LLC Agreements is the only agreement of the members of such LLC Opinion Party as to the affairs of such LLC Opinion Party and the conduct of its business, and we do not express any opinion with respect to the effect of any other agreement of the members of any LLC Opinion Party as to the affairs of such LLC Opinion Party and the conduct of its business. Further, we have assumed that each LLC Opinion Party has, and since the time of its formation has had, at least one validly admitted and existing member of such LLC Opinion Party and (i) no procedures have been instituted for, and no other event has occurred, including, without limitation, any action taken by any LLC Opinion Party or their respective directors, sole member or members, as applicable, that would result in the liquidation, dissolution or winding-up of such LLC Opinion Party, (ii) no event has occurred that has adversely affected the good standing of any LLC Opinion Party under the laws of the State of Delaware, and each LLC Opinion Party has taken all actions required by the laws of its jurisdiction of formation to maintain such good standing and (iii) no grounds exist for the revocation or forfeiture of any LLC Opinion Party’s Certificate of Formation.
Hillenbrand, Inc.
February 7, 2024
Page 4
We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours, | |
/s/ Skadden, Arps, Slate, Meagher & Flom LLP |
MJZ
Schedule I
1. | Hillenbrand FHN Holdings LLC |
2. | Hillenbrand Indiana Holdings LLC |
3. | Hillenbrand Luxembourg Inc. |
4. | K-Tron Investment Co. |
5. | Milacron LLC |
6. | Milacron Marketing Company LLC |
7. | Milacron Plastics Technologies Group LLC |
8. | Process Equipment Group, Inc. |
9. | Schenck Process Holding North America, Inc. |
10. | Schenck Process LLC |
Schedule II
(1) Opinion Party Name |
(2) Formation Document (Certificate of Incorporation or |
(3) Governing Document (By-laws or Limited Liability Company |
Hillenbrand FHN Holdings LLC | Certificate of Formation | Limited Liability Company Agreement (August 30, 2023) |
Hillenbrand Luxembourg Inc. | Certificate of Incorporation | By-laws |
K-Tron Investment Co. | Certificate of Incorporation | By-laws |
Milacron LLC | Certificate of Formation | Limited Liability Company Agreement (December 14, 2020) |
Milacron Marketing Company LLC | Certificate of Formation | Limited Liability Company Agreement (December 14, 2020) |
Milacron Plastics Technologies Group LLC | Certificate of Formation | Limited Liability Company Agreement (December 14, 2020) |
Schenck Process Holding North America, Inc. | Certificate of Incorporation | By-laws |
Schedule III
1. | Hillenbrand FHN Holdings LLC |
2. | Hillenbrand Luxembourg Inc. |
3. | K-Tron Investment Co. |
4. | Milacron LLC |
5. | Milacron Marketing Company LLC |
6. | Milacron Plastics Technologies Group LLC |
7. | Schenck Process Holding North America, Inc. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in this Registration Statement (Form S-3) and related Prospectus of Hillenbrand, Inc. for the registration of $500 million of debt securities or guarantees for debt securities and to the incorporation by reference therein of our reports dated November 15, 2023, with respect to the consolidated financial statements of Hillenbrand, Inc., and the effectiveness of internal control over financial reporting of Hillenbrand, Inc., included in its Annual Report (Form 10-K) as of and for the year ended September 30, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cincinnati, Ohio
February 7, 2024
Exhibit 23.2
KPMG LLP Suite 1100 |
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated August 25, 2023, with respect to the combined financial statements of Schenck Food and Performance Materials Business, incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Kansas City,
Missouri
February 7, 2024
KPMG LLP, a Delaware
limited liability partnership and a member firm of KPMG International Limited, a private English company limited by guarantee. |
Exhibit 25.1
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) ¨
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
91-1821036
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
Linda Garcia
U.S. Bank Trust Company, National Association
190 S. LaSalle Street
Chicago, IL 60603
(312) 332-6781
(Name, address and telephone number of agent for service)
HILLENBRAND, INC.
(Issuer with respect to the Securities)
Indiana | 26-1342272 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Batesville Boulevard Batesville, Indiana |
47006 |
(Address of Principal Executive Offices) | (Zip Code) |
Debt Securities
(Title of the Indenture Securities)
FORM T-1
Item 1. | GENERAL INFORMATION. Furnish the following information as to the Trustee. |
a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) | Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. | AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
1. | A copy of the Articles of Association of the Trustee, attached as Exhibit 1. | |
2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. | |
3. | A copy of the authorization of the Trustee to exercise corporate trust powers, included as Exhibit 2. | |
4. | A copy of the existing bylaws of the Trustee, attached as Exhibit 4. |
5. | A copy of each Indenture referred to in Item 4. Not applicable. |
6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
7. | Report of Condition of the Trustee as of September 30, 2023, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois on the 7th of February, 2024.
By: | /s/ Linda Garcia | |
Linda Garcia | ||
Vice President |
Exhibit 1
ARTICLES OF ASSOCIATION
OF
U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
For the purpose of organizing an association (the “Association”) to perform any lawful activities of national banks, the undersigned enter into the following Articles of Association:
FIRST. The title of this Association shall be U. S. Bank Trust Company, National Association.
SECOND. The main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of the Association will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association may not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.
THIRD. The board of directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association or of a holding company owning the Association, with an aggregate par, fair market, or equity value of not less than $1,000, as of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election to the board of directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be used.
Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may increase the number of directors up to the maximum permitted by law. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualified or until there is a decrease in the number of directors and his or her position is eliminated.
Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determined the number of directors of the Association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.
-1-
FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the Bylaws, or if that day falls on a legal holiday in the state in which the Association is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases, at least 10 days’ advance notice of the meeting shall be given to the shareholders by first-class mail.
In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.
A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.
A director may be removed by the shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.
FIFTH. The authorized amount of capital stock of the Association shall be 1,000,000 shares of common stock of the par value of ten dollars ($10) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. The Association shall have only one class of capital stock.
No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix.
Transfers of the Association's stock are subject to the prior written approval of a federal depository institution regulatory agency. If no other agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.
Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share. Unless otherwise specified in the Articles of Association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.
-2-
Unless otherwise provided in the Bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.
The Association, at any time and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders. Obligations classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.
SIXTH. The board of directors shall appoint one of its members president of this Association and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the Bylaws.
The board of directors shall have the power to:
(1) | Define the duties of the officers, employees, and agents of the Association. |
(2) | Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association. |
(3) | Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law. |
(4) | Dismiss officers and employees. |
(5) | Require bonds from officers and employees and to fix the penalty thereof. |
(6) | Ratify written policies authorized by the Association's management or committees of the board. |
(7) | Regulate the manner any increase or decrease of the capital of the Association shall be made; provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital. |
-3-
(8) | Manage and administer the business and affairs of the Association. |
(9) | Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association. |
(10) | Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders. |
(11) | Make contracts. |
(12) | Generally perform all acts that are legal for a board of directors to perform. |
SEVENTH. The board of directors shall have the power to change the location of the main office to any authorized branch within the limits of the city of Portland, Oregon, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of the Association for a location outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of the city of Portland, Oregon, but not more than thirty miles beyond such limits. The board of directors shall have the power to establish or change the location of any office or offices of the Association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States.
NINTH. The board of directors of the Association, or any shareholder owning, in the aggregate, not less than 25 percent of the stock of the Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at his/her address as shown upon the books of the Association. Unless otherwise provided by the Bylaws, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.
TENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount; provided, that the scope of the Association's activities and services may not be expanded without the prior written approval of the Comptroller of the Currency. The Association's board of directors may propose one or more amendments to the Articles of Association for submission to the shareholders.
-4-
In witness whereof, we have hereunto set our hands this 11th of June, 1997.
/s/ Jeffrey T. Grubb | |
Jeffrey T. Grubb | |
/s/ Robert D. Sznewajs | |
Robert D. Sznewajs | |
/s/ Dwight V. Board | |
Dwight V. Board | |
/s/ P. K. Chatterjee | |
P. K. Chatterjee | |
/s/ Robert Lane | |
Robert Lane |
Exhibit 2
Exhibit 4
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
AMENDED AND RESTATED BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The annual meeting of the shareholders, for the election of directors and the transaction of any other proper business, shall be held at a time and place as the Chairman or President may designate. Notice of such meeting shall be given not less than ten (10) days or more than sixty (60) days prior to the date thereof, to each shareholder of the Association, unless the Office of the Comptroller of the Currency (the “OCC”) determines that an emergency circumstance exists. In accordance with applicable law, the sole shareholder of the Association is permitted to waive notice of the meeting. If, for any reason, an election of directors is not made on the designated day, the election shall be held on some subsequent day, as soon thereafter as practicable, with prior notice thereof. Failure to hold an annual meeting as required by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Association.
Section 1.2. Special Meetings. Except as otherwise specially provided by law, special meetings of the shareholders may be called for any purpose, at any time by a majority of the board of directors (the “Board”), or by any shareholder or group of shareholders owning at least ten percent of the outstanding stock.
Every such special meeting, unless otherwise provided by law, shall be called upon not less than ten (10) days nor more than sixty (60) days prior notice stating the purpose of the meeting.
Section 1.3. Nominations for Directors. Nominations for election to the Board may be made by the Board or by any shareholder.
Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting and any adjournments of such meeting and shall be filed with the records of the meeting.
Section 1.5. Record Date. The record date for determining shareholders entitled to notice and to vote at any meeting will be thirty days before the date of such meeting, unless otherwise determined by the Board.
Section 1.6. Quorum and Voting. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
Section 1.7. Inspectors. The Board may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings of shareholders.
Section 1.8. Waiver and Consent. The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.
Section 1.9. Remote Meetings. The Board shall have the right to determine that a shareholder meeting not be held at a place, but instead be held solely by means of remote communication in the manner and to the extent permitted by the General Corporation Law of the State of Delaware.
ARTICLE II
Directors
Section 2.1. Board of Directors. The Board shall have the power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.
Section 2.2. Term of Office. The directors of this Association shall hold office for one year and until their successors are duly elected and qualified, or until their earlier resignation or removal.
Section 2.3. Powers. In addition to the foregoing, the Board shall have and may exercise all of the powers granted to or conferred upon it by the Articles of Association, the Bylaws and by law.
Section 2.4. Number. As provided in the Articles of Association, the Board of this Association shall consist of no less than five nor more than twenty-five members, unless the OCC has exempted the Association from the twenty-five- member limit. The Board shall consist of a number of members to be fixed and determined from time to time by resolution of the Board or the shareholders at any meeting thereof, in accordance with the Articles of Association. Between meetings of the shareholders held for the purpose of electing directors, the Board by a majority vote of the full Board may increase the size of the Board but not to more than a total of twenty-five directors, and fill any vacancy so created in the Board; provided that the Board may increase the number of directors only by up to two directors, when the number of directors last elected by shareholders was fifteen or fewer, and by up to four directors, when the number of directors last elected by shareholders was sixteen or more. Each director shall own a qualifying equity interest in the Association or a company that has control of the Association in each case as required by applicable law. Each director shall own such qualifying equity interest in his or her own right and meet any minimum threshold ownership required by applicable law.
Section 2.5. Organization Meeting. The newly elected Board shall meet for the purpose of organizing the new Board and electing and appointing such officers of the Association as may be appropriate. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereafter, at such time and place as the Chairman or President may designate. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting until a quorum is obtained.
Section 2.6. Regular Meetings. The regular meetings of the Board shall be held, without notice, as the Chairman or President may designate and deem suitable.
Section 2.7. Special Meetings. Special meetings of the Board may be called at any time, at any place and for any purpose by the Chairman of the Board or the President of the Association, or upon the request of a majority of the entire Board. Notice of every special meeting of the Board shall be given to the directors at their usual places of business, or at such other addresses as shall have been furnished by them for the purpose. Such notice shall be given at least twelve hours (three hours if meeting is to be conducted by conference telephone) before the meeting by telephone or by being personally delivered, mailed, or electronically delivered. Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting.
Section 2.8. Quorum and Necessary Vote. A majority of the directors shall constitute a quorum at any meeting of the Board, except when otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. Unless otherwise provided by law or the Articles or Bylaws of this Association, once a quorum is established, any act by a majority of those directors present and voting shall be the act of the Board.
Section 2.9. Written Consent. Except as otherwise required by applicable laws and regulations, the Board may act without a meeting by a unanimous written consent by all directors, to be filed with the Secretary of the Association as part of the corporate records.
Section 2.10. Remote Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.
Section 2.11. Vacancies. When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose.
ARTICLE III
Committees
Section 3.1. Advisory Board of Directors. The Board may appoint persons, who need not be directors, to serve as advisory directors on an advisory board of directors established with respect to the business affairs of either this Association alone or the business affairs of a group of affiliated organizations of which this Association is one. Advisory directors shall have such powers and duties as may be determined by the Board, provided, that the Board's responsibility for the business and affairs of this Association shall in no respect be delegated or diminished.
Section 3.2. Trust Audit Committee. At least once during each calendar year, the Association shall arrange for a suitable audit (by internal or external auditors) of all significant fiduciary activities under the direction of its trust audit committee, a function that will be fulfilled by the Audit Committee of the financial holding company that is the ultimate parent of this Association. The Association shall note the results of the audit (including significant actions taken as a result of the audit) in the minutes of the Board. In lieu of annual audits, the Association may adopt a continuous audit system in accordance with 12 C.F.R. § 9.9(b).
The Audit Committee of the financial holding company that is the ultimate parent of this Association, fulfilling the function of the trust audit committee:
(1) Must not include any officers of the Association or an affiliate who participate significantly in the administration of the Association’s fiduciary activities; and
(2) Must consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control the fiduciary activities of the Association.
Section 3.3. Executive Committee. The Board may appoint an Executive Committee which shall consist of at least three directors and which shall have, and may exercise, to the extent permitted by applicable law, all the powers of the Board between meetings of the Board or otherwise when the Board is not meeting.
Section 3.4. Trust Management Committee. The Board of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts. The Trust Management Committee will provide regular reports of its activities to the Board.
Section 3.5. Other Committees. The Board may appoint, from time to time, committees of one or more persons who need not be directors, for such purposes and with such powers as the Board may determine; however, the Board will not delegate to any committee any powers or responsibilities that it is prohibited from delegating under any law or regulation. In addition, either the Chairman or the President may appoint, from time to time, committees of one or more officers, employees, agents or other persons, for such purposes and with such powers as either the Chairman or the President deems appropriate and proper. Whether appointed by the Board, the Chairman, or the President, any such committee shall at all times be subject to the direction and control of the Board.
Section 3.6. Meetings, Minutes and Rules. An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose of the advisory board of directors or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations made; unless required by the members, discussions, votes or other specific details need not be reported. An advisory board of directors or a committee may, in consideration of its purpose, adopt its own rules for the exercise of any of its functions or authority.
ARTICLE IV
Officers
Section 4.1. Chairman of the Board. The Board may appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board. The Chairman shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the specific powers conferred by these Bylaws; and shall also have and may exercise such powers and duties as from time to time may be conferred upon or assigned by the Board.
Section 4.2. President. The Board may appoint one of its members to be President of the Association. In the absence of the Chairman, the President shall preside at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of President, or imposed by these Bylaws. The President shall also have and may exercise such powers and duties as from time to time may be conferred or assigned by the Board.
Section 4.3. Vice President. The Board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the Board and to perform the duties of the President on those occasions when the President is absent, including presiding at any meeting of the Board in the absence of both the Chairman and President.
Section 4.4. Secretary. The Board shall appoint a Secretary, or other designated officer who shall be Secretary of the Board and of the Association, and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall, upon request, authenticate any records of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall also perform such other duties as may be assigned from time to time by the Board. The Board may appoint one or more Assistant Secretaries with such powers and duties as the Board, the President or the Secretary shall from time to time determine.
Section 4.5. Other Officers. The Board may appoint, and may authorize the Chairman, the President or any other officer to appoint, any officer as from time to time may appear to the Board, the Chairman, the President or such other officer to be required or desirable to transact the business of the Association. Such officers shall exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President or such other authorized officer. Any person may hold two offices.
Section 4.6. Tenure of Office. The Chairman or the President and all other officers shall hold office until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the Board or authorized officer to discharge any officer at any time.
ARTICLE V
Stock
Section 5.1. The Board may authorize the issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall be in such form as the Board may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed by the President, Secretary or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to such person's shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. The Board may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock transfers, voting at shareholder meetings, and related matters, and to protect it against fraudulent transfers.
ARTICLE VI
Corporate Seal
Section 6.1. The Association shall have no corporate seal; provided, however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant to, the laws or regulations of any jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any Assistant Secretary shall have the authority to affix such seal:
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Execution of Instruments. All agreements, checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements, assignments, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees, proxies and other instruments or documents may be signed, countersigned, executed, acknowledged, endorsed, verified, delivered or accepted on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer of the Association, or such employee or agent as may be designated from time to time by the Board by resolution, or by the Chairman or the President by written instrument, which resolution or instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the Association. The provisions of this section are supplementary to any other provision of the Articles of Association or Bylaws.
Section 7.2. Records. The Articles of Association, the Bylaws as revised or amended from time to time and the proceedings of all meetings of the shareholders, the Board, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.
Section 7.3. Trust Files. There shall be maintained in the Association files all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.
Section 7.4. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and according to law. Where such instrument does not specify the character and class of investments to be made and does not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under law.
Section 7.5. Notice. Whenever notice is required by the Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, e- mail, in person, or by any other means by which such notice can reasonably be expected to be received, using the address of the person to receive such notice, or such other personal data, as may appear on the records of the Association.
Except where specified otherwise in these Bylaws, prior notice shall be proper if given not more than 30 days nor less than 10 days prior to the event for which notice is given.
ARTICLE VIII
Indemnification
Section 8.1. The Association shall indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by Section 145 of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase and maintenance of insurance and/or the execution of individual agreements for the purpose of such indemnification, and the Association shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled to indemnification under this Section 8.1. Such insurance shall be consistent with the requirements of 12 C.F.R. § 7.2014 and shall exclude coverage of liability for a formal order assessing civil money penalties against an institution-affiliated party, as defined at 12 U.S.C. § 1813(u).
Section 8.2. Notwithstanding Section 8.1, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 U.S.C. § 1828(k) and the implementing regulations thereunder; and (b) any indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, shall be in accordance with Delaware General Corporation Law and consistent with safe and sound banking practices.
ARTICLE IX
Bylaws: Interpretation and Amendment
Section 9.1. These Bylaws shall be interpreted in accordance with and subject to appropriate provisions of law, and may be added to, altered, amended, or repealed, at any regular or special meeting of the Board.
Section 9.2. A copy of the Bylaws and all amendments shall at all times be kept in a convenient place at the principal office of the Association, and shall be open for inspection to all shareholders during Association hours.
ARTICLE X
Miscellaneous Provisions
Section 10.1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January in each year and shall end on the thirty-first day of December following.
Section 10.2. Governing Law. This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations or bank safety and soundness.
***
(February 7, 2024)
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: February 7, 2024
By: | /s/ Linda Garcia | |
Linda Garcia | ||
Vice President |
Exhibit 7
U.S. Bank Trust Company, National Association
Statement of Financial Condition
as of 09/30/2023
($000’s)
09/30/2023 | ||||
Assets | ||||
Cash and Balances Due From | $ | 971,860 | ||
Depository Institutions | ||||
Securities | 4,247 | |||
Federal Funds | 0 | |||
Loans & Lease Financing Receivables | 0 | |||
Fixed Assets | 1,548 | |||
Intangible Assets | 579,147 | |||
Other Assets | 165,346 | |||
Total Assets | $ | 1,722,148 | ||
Liabilities | ||||
Deposits | $ | 0 | ||
Fed Funds | 0 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 0 | |||
Other Borrowed Money | 0 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 0 | |||
Other Liabilities | 226,499 | |||
Total Liabilities | $ | 226,499 | ||
Equity | ||||
Common and Preferred Stock | 200 | |||
Surplus | 1,171,635 | |||
Undivided Profits | 323,814 | |||
Minority Interest in Subsidiaries | 0 | |||
Total Equity Capital | $ | 1,495,649 | ||
Total Liabilities and Equity Capital | $ | 1,722,148 |
Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-3
(Form Type)
Hillenbrand, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate |
Amount
of Registration Fee |
Carry
Forward Form Type |
Carry Forward File Number |
Carry
Forward Initial Effective Date |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
Fees To Be Paid |
Hillenbrand, Inc. | |||||||||||
Debt | Debt securities(1) | Rule 457(r) | (3) | (3) | (3) | (4) | (4) | - | - | - | - | |
Debt | Guarantees of debt securities(2) | Rule 457(r) | (3) | (3) | (3) | (4) | (4) | - | - | - | - | |
- | Unallocated (Universal) Shelf | Rule 457(r) | (3) | (3) | $500,000,000 | (4) | (4) | |||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||
Total Offering Amounts | $500,000,000 | (4) | ||||||||||
Total Fees Previously Paid | ||||||||||||
Total Fee Offsets | ||||||||||||
Net Fee Due | (4) |
(1) | Debt securities are issuable in series as senior debt securities or subordinated debt securities which may be convertible into or exchangeable for common stock or preferred stock of Hillenbrand, Inc. |
(2) | Pursuant to Rule 457(n) under the Securities Act of 1933, as amended (the “Securities Act”), no separate registration fee will be paid in respect of any such guarantees. |
(3) | An indeterminate amount of the securities of each identified class is being registered as may from time to time be offered hereunder at indeterminate prices, for which the aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $500,000,000. There is also being registered hereunder an indeterminate number of debt securities as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. In no event will the aggregate offering price of all types of securities issued by the Registrant pursuant to this registration statement exceed $500,000,000. Pursuant to Rule 416 under the Securities Act, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000 after the date hereof. |
(4) | In accordance with Rules 456(b) and 457(r) under the Securities Act, Hillenbrand, Inc. is deferring payment of the registration fee, which will be paid subsequently on a pay-as-you-go basis. The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment. |
(='\46>IZ)]@\,?$;XA>'/"=[XD)@MKPW-O::9 MK<^J6AM2=YA@) !(/4?%3_@H-\*]*^&_Q%\0?#[Q+I=IXO\ A^/#=YJ6E?$7 M3M9T.W31O$>IPZ79:SY$$#75SI]W<,;6SNK8G_2QCID$#W_/\#WO_AD'X#_] M"E>?^%%KW_RSH_X9!^ __0I7G_A1:]_\LZY>Y_;K_9ML_&=[X&O_ !LUGJNE M^.KKX9ZO?SZ5>IX?TOQU97DUC_PC=_K>/LUOJ%S
/!_C2]\$:SXNNSJ>G^)=+\%WVIV>CWEYX?M?&&J_8C9>%IM;MP;4:T1?P3
MO:Y_T99@20?E 1[_ /7,=#_PR#\!_P#H4KS_ ,*+7O\ Y9T?\,@_ ?\ Z%*\
M_P#"BU[_ .6=>#?#;_@H;\,_$WB_]J_1/'%M>^!-%_9G^)=KX&?Q%J=A>_8]
M>MK[1_!T\!&;Y3BXP