LSF12 Helix Parent, LLC Announces Change of Control Offers for Hillenbrand, Inc.'s Senior Notes
Rhea-AI Summary
LSF12 Helix Parent, LLC (affiliate of Lone Star) commenced Change of Control Offers to repurchase Hillenbrand, Inc. (NYSE: HI) 6.250% Senior Notes due 2029 and 3.750% Senior Notes due 2031 at 101% of principal plus accrued interest. The offers are conditioned on the previously announced merger (Merger Sub merging into Hillenbrand) and a Ratings Event (downgrade below Investment Grade during the Trigger Period).
The offers expire at 5:00 p.m. ET on the later of Feb 9, 2026 or one business day before the Merger (no later than Mar 9, 2026). Payment will be made via U.S. Bank Trust Company as depositary. Notes not tendered will remain outstanding and, post-Merger, will be guaranteed and potentially secured to the extent debt financing for the Merger is guaranteed/secured.
Positive
- Repurchase price set at 101% of principal plus accrued interest
- Offers tied to completed Merger, providing clear timeline (expiration by Mar 9, 2026)
- Remaining notes will receive guarantees and potential first‑priority liens if merger financing is secured
Negative
- Offers require a Ratings Event (downgrade) in addition to Merger before payment obligation arises
- Notes not tendered will remain outstanding, preserving potential creditor claims post‑Merger
News Market Reaction
On the day this news was published, HI declined 0.06%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
HI was roughly flat at +0.03% while key peers like NNE (+7.37%), HLIO (+4.85%), TNC (+4.34%) and GRC (+4.32%) moved higher, suggesting today’s news is more company‑specific than sector‑driven.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 04 | ESG recognition | Positive | +0.2% | Recognition on Newsweek’s America’s Most Responsible Companies 2026 list. |
| Dec 03 | Dividend declaration | Positive | -0.2% | Regular quarterly dividend of $0.2275 per share announced. |
| Nov 19 | Earnings update | Neutral | +0.0% | Q4/FY2025 results with YoY declines and reiteration of pending Lone Star deal. |
| Oct 15 | Acquisition agreement | Positive | +18.2% | Lone Star agreement to acquire HI for $32.00 per share at a premium. |
| Aug 27 | Dividend declaration | Positive | +2.2% | Quarterly dividend of $0.225 per share announced. |
Recent news reactions mostly aligned with the tone of announcements, with only one mild divergence on a dividend headline.
Over the past six months, Hillenbrand’s key events centered on its pending acquisition by Lone Star and routine capital returns. On Aug 27, 2025, a quarterly dividend announcement coincided with a modest gain. The Oct 15, 2025 all‑cash buyout agreement at $32.00 per share drove an 18.2% jump. Subsequent earnings on Nov 19, 2025 highlighted softer results but reiterated the planned transaction. Late-2025 dividend and ESG recognition headlines saw slight moves, indicating the stock has been trading mainly around deal-related expectations.
Market Pulse Summary
This announcement detailed Change of Control Offers for Hillenbrand’s 6.2500% 2029 and 3.7500% 2031 Senior Notes, offering repurchase at 101% of principal plus accrued interest, contingent on closing the Lone Star merger and a ratings event. It follows prior milestones, including shareholder approval of the merger and earlier disclosure of the $32.00 per‑share consideration. Investors may focus on merger closing conditions, timelines into early 2026, and how remaining notes would be guaranteed and secured if they stay outstanding.
Key Terms
change of control offers financial
senior notes financial
cusip financial
indentures financial
investment grade financial
rating agencies financial
principal amount financial
tendering holders financial
AI-generated analysis. Not financial advice.
The Change of Control Offers are being conducted in connection with the previously announced Agreement and Plan of Merger, dated October 14, 2025, by and among the Company, Parent and LSF12 Helix Merger Sub, Inc. ("Merger Sub"), pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The consummation of the Merger will constitute a "Change of Control" under each of the respective indentures governing the Notes (the "Indentures"). Assuming the Notes are downgraded and will not be rated Investment Grade (as defined in the Indentures) by each of the Rating Agencies (as defined in the Indentures) during the Trigger Period (as defined in the Indentures) (a "Ratings Event"), the Merger will constitute a Change of Control Triggering Event (as defined in the Indentures) requiring the Change of Control Offers. The consummation of the Change of Control Offers are conditioned on both the consummation of the Merger and the occurrence of a Ratings Event in connection with the Merger, which conditions may not be waived by Parent.
The Change of Control Offers are being made pursuant to the terms and subject to the conditions set forth in the respective change of control offer to purchase, each dated as of January 9, 2026 (the "Offers to Purchase").
The Change of Control Offers will expire at 5:00 p.m.,
The Purchase Price will be payable only to holders of the Notes who validly tender and do not validly withdraw their Notes prior to the Expiration Date and whose Notes are accepted for purchase.
Notes accepted for purchase pursuant to the Change of Control Offers will be accepted only in principal amounts equal to
Payment of the Purchase Price will be made by the deposit of immediately available funds by us with
In the event that the Change of Control Offers are consummated, any Notes not delivered on or prior to the Expiration Date will remain outstanding. To the extent any Notes remain outstanding following the consummation of the Merger, such Notes will be guaranteed by the subsidiaries of the Company that guarantee the other debt financing being raised by Parent to finance the Merger and, only to the extent such debt financing is also secured, secured by first-priority liens on any principal property of the Company or any subsidiary of the Company that secures the debt financing, or on capital stock of any subsidiary of the Company that owns a principal property that secures the debt financing.
Certain supplemental information is being made available by Parent in connection with the transactions described above, which is set forth in Annex I to this press release.
None of the Company, Parent, Merger Sub,
Questions or requests for assistance in relation to the Change of Control Offers may be directed to the Depositary at
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, any security. No purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Change of Control Offers are being made solely pursuant to the Offers to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.
About Hillenbrand
Hillenbrand (NYSE: HI) is a global industrial company that provides highly-engineered, mission-critical processing equipment and solutions to customers around the world. Our portfolio is composed of leading industrial brands that serve large, attractive end markets, including durable plastics, food, and recycling. Guided by our Purpose — Shape What Matters For Tomorrow™ — we pursue excellence, collaboration, and innovation to consistently shape solutions that best serve our people, our customers, and our communities.
About
Forward-Looking Statements
This press release includes forward-looking statements that reflect our current views and expectations with respect to, among other things, the Merger, the Change of Control Offers and our financial performance. All statements other than statements of historical facts included in this press release, including, without limitation, statements regarding our future financial results, future financial position, business strategy, anticipated growth, future growth and revenues, expected synergies and cost savings, future economic conditions and performance, plans, objectives and strategies for future operations, expectations and other characterizations of future events or circumstances, are forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "predicts," "intends," "trends," "plans," "estimates," "anticipates" or the negative thereof or variations thereon or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct.
There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this press release. You are cautioned not to place undue reliance on any forward-looking statement.
All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included herein. We undertake no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Annex I
Presentation of Non-GAAP Information
To provide holders of Notes with additional information regarding the Merger and the Company's financial performance, the following presents (i) selected financial data for the Company for the periods and as of the dates indicated and (ii) certain pro forma consolidated information for the Company to give effect to the Merger and certain other adjustments, which has not been prepared in accordance with GAAP.
Certain Supplemental Metrics
(in millions, except percentages) | Years ended September 30, | |||||
2025 | 2024 | 2023 | ||||
Other Financial Data: | ||||||
Consolidated EBITDA | $ 230.6 | $ 142.3 | $ 882.8 | |||
Adjusted EBITDA | $ 382.2 | $ 454.9 | $ 430.2 | |||
Pro Forma Adjusted EBITDA | $ 442.6 | $ 454.9 | $ 491.9 | |||
Pro Forma Adjusted EBITDA Margin | 18.2 % | 17.1 % | 18.1 % | |||
Pro Forma Adjusted EBITDA (including | $ 461.1 | $ 475.4 | $ 509.8 | |||
Information Regarding Non-GAAP Financial Measures and Pro Forma Financial Measures
Consolidated EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA Margin and Pro Forma Adjusted EBITDA (including Milacron EBITDA) are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. These non-GAAP financial measures do not reflect the Company's financial performance under GAAP and should not be considered an alternative to net income, net revenue, cash flow or any other performance measure derived in accordance with GAAP. We believe these financial measures provide prospective investors useful information in determining whether to participate in the Change of Control Offers. However, non-GAAP financial measures are subject to important limitations and should not be considered as alternatives to performance measures derived in accordance with GAAP.
The SEC has adopted rules to regulate the use in filings with the SEC and in public disclosures of non-GAAP financial measures, such as those mentioned above and ratios related thereto. The non-GAAP financial measures presented in this press release have not been prepared with a view towards compliance with published guidelines and may not comply with those rules.
These non-GAAP financial measures should not be considered as measures of discretionary cash available to the Company to invest in the growth of its business. In calculating these non-GAAP financial measures, we and the Company have made certain adjustments that are based on assumptions and estimates that may prove to have been inaccurate. In addition, in evaluating these non-GAAP financial measures, you should be aware that the Company may, in the future, incur expenses that are the same as or similar to those eliminated or adjusted for in this presentation. This presentation of non-GAAP financial measures should not be construed as an inference that the Company's future results and cash flow will be unaffected by any such adjustments, and many of these adjustments would not meet the standards for inclusion in pro forma financial statements under accounting regulations and applicable SEC rules, such as Article 11 of Regulation S-X under the Securities Act, because they are too speculative to merit adjustment. We will be required to make significant cash expenditures to achieve any cost savings included in such adjustments, and these cash costs are not reflected in Pro Forma Adjusted EBITDA. In addition, we will not fully realize such cost savings within 24 months of the completion of the Merger and may not do so at all. Accordingly, you should not view our presentation of this adjustment as a projection that we will achieve these cost savings. Our ability to realize these anticipated savings is subject to significant uncertainties and you should not place undue reliance on the adjustments in evaluating our anticipated results.
Because not all companies calculate non-GAAP measures identically (if at all), the presentations in this press release may not be comparable to other similarly titled measures used by other companies. Further, these non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of the Company's operating results or cash flows as reported under GAAP.
Actual results may vary materially from the performance represented by such as adjusted metrics.
The following table is a reconciliation of consolidated net income (loss) to Consolidated EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA (including Milacron EBITDA) for the periods presented:
($ in millions) | Years ended September 30, | |||||
2025 | 2024 | 2023 | ||||
Consolidated net income (loss) | $ 52.1 | $ (202.0) | 576.7 | |||
Interest expense, net | 94.5 | 121.5 | 77.7 | |||
Income tax (benefit) expense | (54.5) | 64.8 | 102.8 | |||
Depreciation and amortization | 138.5 | 158.0 | 125.6 | |||
Consolidated EBITDA | $ 230.6 | $ 142.3 | 882.8 | |||
Impact of divestitures(1) | 36.4 | (60.6) | (523.1) | |||
Acquisition, divestiture and integration | 63.4 | 66.9 | 45.1 | |||
Restructuring and restructuring-related | 21.4 | 26.2 | 5.1 | |||
Impairment charges(4) | 83.5 | 265.0 | — | |||
Stock-based compensation(5) | 17.9 | 20.3 | 22.2 | |||
Unrealized FX (gain) loss(6) | 3.6 | (1.3) | (9.0) | |||
Other(7) | (74.6) | (3.8) | 7.2 | |||
Adjusted EBITDA | $ 382.2 | $ 454.9 | $ 430.2 | |||
Pre-acquisition run-rate(8) | — | — | 61.7 | |||
Public company costs(9) | 9.5 | — | — | |||
Cost Initiatives (actioned)(10) | 16.0 | — | — | |||
Cost Initiatives (actioned with 24 | 34.9 | — | — | |||
Pro Forma Adjusted EBITDA | $ 442.6 | $ 454.9 | $ 491.9 | |||
Milacron net income(12) | (9.3) | (10.0) | (22.3) | |||
Milacron EBITDA(13) | 27.8 | 30.5 | 40.3 | |||
Pro Forma Adjusted EBITDA | $ 461.1 | $ 475.4 | $ 509.8 | |||
(1) | Includes non-cash accounting losses recognized as part of divestitures and removes income from divested or discontinued operations. |
(2) | Excludes one-time acquisition, divestiture and integration costs associated with the acquisitions of Gabler in June 2022, Herbold in August 2022, Linxis in October 2022, Peerless in December 2022 and Schenck in September 2023, and the divestitures of |
(3) | Primarily consisting of severance and workforce reduction programs, as well as integration-related facility consolidations, footprint rationalization, and inventory write-offs associated with recent acquisitions and divestitures. |
(4) | Relates to non-cash impairment charges within the molding technology solutions segment, primarily related to goodwill and trade names. |
(5) | Includes expenses related to equity-based awards granted under the Company's long-term incentive programs. |
(6) | Excludes non-cash unrealized foreign exchange gains and losses. |
(7) | Includes asset sale gains, inventory step-up costs, pension settlement charges, non-operating income, and other one-time expenses. |
(8) | Reflects the inclusion of pre-acquisition adjusted EBITDA for historical acquisitions. |
(9) | Represents costs associated with the Company's status as a public reporting company that will be excluded following consummation of the Merger, including |
(10) | Represents run-rate cost savings from procurement and footprint optimization initiatives already actioned. |
(11) | Represents expected run-rate cost savings from initiatives that are expected to be actioned within the next 24 months including footprint optimization, operating expense optimization, factory productivity and procurement. There can be no assurance that we will be able to achieve these cost savings. |
(12) | Excludes net income from the Company's minority interest in the Milacron business included in Pro Forma Adjusted EBITDA. |
(13) | Represents the Company's minority interest in the Milacron business's Pro Forma Adjusted EBITDA. |
Controllable Levers of Value Creation to Increase Consolidated EBITDA
The Company spent the last several years pursuing acquisition and divestiture initiatives and beginning to integrate its current portfolio of businesses. Through a two-year engagement with a top-tier third party consulting firm, the Company identified and built the capabilities needed to deliver on significant near-term value creation initiatives with clear execution pathways. With these foundations in place, the next step in the Company's journey is to drive profitable growth and margin expansion through operational efficiency and commercial optimization of the Company's existing portfolio.
The initiatives and related figures discussed below are estimates based on current information and assumptions of
Operational Initiatives
- Procurement Optimization
- Buy Better: Centralize procurement and leverage scale to reduce costs by consolidating suppliers, renegotiating contracts, strengthening supplier accountability and expanding sourcing from best-cost countries.
- Spend Better: Standardize components and apply value engineering to reduce product complexity and cost.
- Factory Productivity & Project Management
- Implement targeted automation to reduce costs, enhance product quality and increase throughput, driving measurable efficiency gains across key processes.
- Standardize and streamline manufacturing practices across facilities to eliminate variability, improve consistency and quality and minimize waste.
- Enhance project planning and execution rigor through standardized processes and advanced tools to limit margin leakage, improve resource allocation and shorten delivery timelines.
- Footprint Optimization
- Operate more efficiently and reduce overhead by consolidating select sites, eliminating redundant capabilities and further realigning production "in region, for region."
- Simplify the network following legacy acquisitions to enhance long-term labor availability, tax efficiency and customer responsiveness.
- SG&A and Public Company Cost Reduction
- Consolidate fragmented back-office functions across acquired businesses.
- Streamline organizational structure and optimize staffing via automation and outsourcing.
- Eliminate public company costs following consummation of the Merger.
Based on the operational initiatives described above,
Commercial Initiatives
- Aftermarket Growth
- Increase aftermarket penetration by improving service rates from
4.1% to median (5.3% ) or 60th percentile (6.3% ). - Action plan includes stronger data and tools, enhanced sales strategy, optimized incentives for proactive aftermarket selling and expanded aftermarket offerings.
- Increase aftermarket penetration by improving service rates from
- Cross Selling
- Leverage strong customer relationships, leading brands and portfolio breadth to sell more comprehensive system solutions. Our position in feeders and extruders, combined with complementary offerings such as weighers, dosing systems and depositors, creates compelling opportunities to deepen penetration in key end markets like bakery and pet food.
- Leverage strong customer relationships, leading brands and portfolio breadth to sell more comprehensive system solutions. Our position in feeders and extruders, combined with complementary offerings such as weighers, dosing systems and depositors, creates compelling opportunities to deepen penetration in key end markets like bakery and pet food.
- Other Commercial Enhancements
- Harmonize CRM and CPQ systems to enhance customer experience, improve data visibility and equip the sales team with streamlined processes and actionable insights.
Based on the commercial initiatives described above,
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FAQ
What terms did LSF12 Helix Parent offer to Hillenbrand (HI) noteholders on Jan 9, 2026?
When do the Hillenbrand (HI) Change of Control Offers expire?
What conditions must occur for the HI notes to be repurchased under the offers?
How will payment be made to Hillenbrand (HI) noteholders who tender?
What happens to HI notes that are not tendered by the expiration date?
Who should Hillenbrand (HI) noteholders contact for assistance with the Change of Control Offers?
