Fitch Affirms Hillenbrand, Inc.; Outlook Stable

CHICAGO--()--Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) for Hillenbrand, Inc. (HI) at 'BBB-'. Fitch has also affirmed HI's senior unsecured credit facility (revolver and term loan) and senior unsecured notes at 'BBB-'. The Rating Outlook is Stable. $637 million of debt was outstanding as of June 30, 2016. A full list of rating actions follows at the end of this release. The Rating Outlook is Stable.

KEY RATING DRIVERS

The ratings reflect the cyclicality and long-term growth potential within HI's Process Equipment Group, as well as the healthy margins and cash flow from the company's mature Batesville segment. The ratings further reflect the current weakness in HI's business and its elevated financial leverage following two acquisitions completed in the first half of fiscal 2016 (ending Sept. 30).

The process equipment group (PEG), which accounted for 62% of revenues and 52% of EBITDA in fiscal 2015, experienced a 9.4% revenue decline in the first nine months of fiscal 2016, following a 7.6% decline in fiscal 2015 due to lower demand for equipment used in the plastics, energy and mining markets, and unfavorable foreign currency movements offset in part by the impact of acquisitions. The segment operating margin narrowed to 10.9% (before restructuring and unusual charges) in the first nine months of fiscal 2016 compared with 11.9% in the prior year period.

The Batesville segment which accounted for 38% of revenues and 48% of EBITDA in fiscal 2015, experienced a 5.5% revenue decline in the first nine months of fiscal 2016 due to a decrease in North American burials, following a 2% increase in fiscal 2015. The segment operating margin improved to 23.7% in the first nine months of fiscal 2016 from 22.3% in the prior year period.

On a consolidated basis, Fitch expects HI will generate a low-single digit revenue decline and moderately lower EBITDA margins in fiscal 2016, and that the business will begin to stabilize during fiscal 2017. Fitch expects FCF will improve to a level at or above $100 million in fiscal 2016, helped by a positive swing in working capital, and be sustained at that level in fiscal 2017 with capex estimated at a modest 1.5% - 2.0% of revenues and slightly increasing dividends. FCF will be used for debt reduction over the near term, acquisitions, and a modest level of share repurchases longer term.

HI completed two acquisitions in the first half of fiscal 2016. The acquisition of ABEL Pump, a leader in positive displacement pumps, provides an entry for HI into the flow control industry, while the acquisition of Red Valve, which produces specialized valves and other flow control solutions for water, waste water and industrial flow processes, furthers HI's penetration into the flow control industry. In total, HI paid $237 million for these companies, and financed the acquisitions by drawing on its credit facility.

On a pro forma basis, the acquisitions pushed debt/EBITDA to 2.5x from 1.8x at the end of fiscal 2015. HI has repaid acquisition debt with FCF during fiscal 2016, causing leverage to improve to 2.3x at June 30, 2016. Fitch believes that HI could maintain a faster pace of acquisitions going forward, causing mid-cycle leverage to remain in the low-2.0x range. This leaves less headroom in the rating for operating shortfalls or larger acquisitions. However, Fitch anticipates an increase in leverage above the expected mid-cycle range would be reduced relatively quickly as HI has shown the willingness and ability to pay down debt following leveraging transactions.

As of Sept. 30, 2015, HI's U.S. pension plans were 58% funded, creating an ongoing funding obligation. Contributions to the U.S. and international plans were $20.6 million and $15.7 million in fiscal 2014 and 2015, respectively, and the company expects to contribute $14.9 million to the plans in fiscal 2016.

The ratings incorporate HI's financial flexibility, consistently positive free cash flow (FCF), conservative financial strategy, and broad customer and geographic base. Significant aftermarket revenue in the Process Equipment Group (PEG) generates attractive margins and mitigates the segment's cyclical end-markets and exposure to long-term projects. The Batesville segment provides additional stability, generating consistently strong EBITDA margins of around 25% and a substantial part of Hillenbrand's free cash flow (FCF).

Rating concerns include the potential for increased leverage and execution risk related to acquisitions, cyclical end-markets, operating risks associated with diversifying into adjacent product markets and geographies, and declining industry trends at Batesville. HI's acquisition strategy contributes to opportunities for operating synergies, but PEG's short operating history creates some uncertainty about its performance through economic cycles.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for Hillenbrand include the following:

Revenues decline by around 3% in fiscal 2016, as a high single digit organic sales decline is offset in part by recent acquisitions, before flattening out in fiscal 2017. Longer-term, revenues grow at around 3% annually supported by mid-single digit growth at PEG and 1% annual sales declines at Batesville.

EBITDA margins narrow by 50bps in fiscal 2016 due to lower margins at PEG offset in part by improvement at Batesville. Margins improve gradually thereafter.

Capital intensity remains in line at 1.5% - 2.0% of revenues.

Dividends grow slowly and share repurchases are kept at modest levels, used to offset stock option dilution.

Debt/EBITDA is projected at 2.3x at FYE 2016, and in the low-2x range thereafter.

RATING SENSITIVITIES

Negative: Future developments that may, individually or collectively, lead to a negative rating action include:

--Leverage (gross debt/EBITDA) moving above 2.25x on average over time; post-acquisition leverage may increase to 2.5x -2.75x with the expectation that short term debt repayment would get leverage back down to below the average.

--FCF margin below 4% - 6%;

--A sustained decline in the EBITDA margin to below 15%;

--Deterioration in Batesville's revenue and cash flow.

Positive: An upgrade of the issuer's ratings is unlikely in the near term given the risks associated with the acquisition growth strategy and cyclicality at PEG.

LIQUIDITY

Liquidity was adequate at June 30, 2016 and included $47.6 million of cash and cash equivalents (of which $36.8 million was overseas) plus $345.1 million in borrowing capacity under Hillenbrand's $700 million revolving credit facility that matures in December 2019. Revolver availability is constrained by the 3.5x leverage covenant. The next maturities are the term loan and revolver, which mature in December 2019.

FULL LIST OF RATING ACTIONS

Fitch affirms the ratings on Hillenbrand, Inc. as follows:

--IDR at 'BBB-';

--Senior unsecured revolving credit facility at 'BBB-';

--Senior unsecured term loan at 'BBB-';

--Senior unsecured notes at 'BBB-'.

The Rating Outlook is Stable.

Date of Relevant Rating Committee: [Sept. 23, 2016]

Summary of Financial Statement Adjustments - Fitch has made no material adjustments that are not disclosed within the company's public filings.

Additional information is available on www.fitchratings.com.

Applicable Criteria

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 17 Aug 2015)

https://www.fitchratings.com/site/re/869362

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=1012182

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=1012182

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTPS://WWW.FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEB SITE AT WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

Copyright © 2016 by Fitch Ratings, Inc., Fitch Ratings Ltd. and its subsidiaries. 33 Whitehall Street, NY, NY 10004. Telephone: 1-800-753-4824, (212) 908-0500. Fax: (212) 480-4435. Reproduction or retransmission in whole or in part is prohibited except by permission. All rights reserved. In issuing and maintaining its ratings and in making other reports (including forecast information), Fitch relies on factual information it receives from issuers and underwriters and from other sources Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security or in a given jurisdiction. The manner of Fitch's factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in the jurisdiction in which the rated security is offered and sold and/or the issuer is located, the availability and nature of relevant public information, access to the management of the issuer and its advisers, the availability of pre-existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by third parties, the availability of independent and competent third- party verification sources with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors. Users of Fitch's ratings and reports should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information Fitch relies on in connection with a rating or a report will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to Fitch and to the market in offering documents and other reports. In issuing its ratings and its reports, Fitch must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings and forecasts of financial and other information are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings and forecasts can be affected by future events or conditions that were not anticipated at the time a rating or forecast was issued or affirmed.

The information in this report is provided "as is" without any representation or warranty of any kind, and Fitch does not represent or warrant that the report or any of its contents will meet any of the requirements of a recipient of the report. A Fitch rating is an opinion as to the creditworthiness of a security. This opinion and reports made by Fitch are based on established criteria and methodologies that Fitch is continuously evaluating and updating. Therefore, ratings and reports are the collective work product of Fitch and no individual, or group of individuals, is solely responsible for a rating or a report. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. Fitch is not engaged in the offer or sale of any security. All Fitch reports have shared authorship. Individuals identified in a Fitch report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only. A report providing a Fitch rating is neither a prospectus nor a substitute for the information assembled, verified and presented to investors by the issuer and its agents in connection with the sale of the securities. Ratings may be changed or withdrawn at any time for any reason in the sole discretion of Fitch. Fitch does not provide investment advice of any sort. Ratings are not a recommendation to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors, other obligors, and underwriters for rating securities. Such fees generally vary from US$1,000 to US$750,000 (or the applicable currency equivalent) per issue. In certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or guaranteed by a particular insurer or guarantor, for a single annual fee. Such fees are expected to vary from US$10,000 to US$1,500,000 (or the applicable currency equivalent). The assignment, publication, or dissemination of a rating by Fitch shall not constitute a consent by Fitch to use its name as an expert in connection with any registration statement filed under the United States securities laws, the Financial Services and Markets Act of 2000 of the United Kingdom, or the securities laws of any particular jurisdiction. Due to the relative efficiency of electronic publishing and distribution, Fitch research may be available to electronic subscribers up to three days earlier than to print subscribers.

For Australia, New Zealand, Taiwan and South Korea only: Fitch Australia Pty Ltd holds an Australian financial services license (AFS license no. 337123) which authorizes it to provide credit ratings to wholesale clients only. Credit ratings information published by Fitch is not intended to be used by persons who are retail clients within the meaning of the Corporations Act 2001

Contacts

Fitch Ratings
Primary Analyst
Philip Zahn
Senior Director
+1-312-606-2336
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
Eric Ause
Senior Director
+1-312-606-2302
or
Committee Chairperson
Stephen Boyd
Senior Director
+212-908-9153
or
Media Relations
Alyssa Castelli, +1 212-908-0540
alyssa.castelli@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst
Philip Zahn
Senior Director
+1-312-606-2336
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
Eric Ause
Senior Director
+1-312-606-2302
or
Committee Chairperson
Stephen Boyd
Senior Director
+212-908-9153
or
Media Relations
Alyssa Castelli, +1 212-908-0540
alyssa.castelli@fitchratings.com