Lone Star acquires Hillenbrand (HI) in $3.8B all-cash take-private deal
Rhea-AI Filing Summary
Hillenbrand, Inc. has completed its merger with LSF12 Helix Merger Sub, an affiliate of Lone Star Funds, becoming a wholly owned subsidiary of Lone Star. Each outstanding share of Hillenbrand common stock (other than certain affiliated and treasury shares) was converted into the right to receive $32.00 in cash, without interest and subject to tax withholding.
The aggregate cash merger consideration was approximately $2.25 billion, funded by cash on hand, equity from Lone Star–associated funds, and new debt financing, including a $1.8 billion term loan, a $430 million revolving credit facility, a $350 million letter-of-credit facility, and $500 million of 7.125% senior secured notes due 2033. Hillenbrand repurchased portions of its 2029 and 2031 notes via change of control offers, repaid and terminated its prior credit facilities, and granted first‑lien security and guarantees on substantially all assets to support the new capital structure.
Following the merger, Hillenbrand’s board largely resigned, Kimberly K. Ryan became director, its articles and bylaws were restated, its stock ceased trading and will be delisted from the NYSE, and the company plans to deregister and suspend SEC reporting obligations as a public issuer.
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Insights
Hillenbrand is taken private by Lone Star with a heavily secured, debt‑funded capital stack.
The transaction converts Hillenbrand into a privately held portfolio company of funds managed by Lone Star. Public shareholders receive $32.00 per share in cash, with aggregate merger consideration of about $2.25 billion. A related enterprise value of approximately $3.8 billion was highlighted in the joint press release.
To finance the deal, Parent entered a senior secured first‑lien term loan facility of up to $1,800.0 million, a multi‑currency revolving facility of $430.0 million, and a separate $350.0 million letter of credit facility, alongside $500 million of 7.125% senior secured notes maturing on February 1, 2033. These instruments are guaranteed by multiple holding entities and material subsidiaries and secured by substantially all related assets.
Concurrently, Hillenbrand launched and completed change of control offers, repurchasing about $361.792 million of its 2029 notes and $330.591 million of its 2031 notes at 101% of principal plus interest, and fully repaid and terminated its prior syndicated credit facilities. Subsequent filings may detail how leverage, covenants and interest costs influence the company’s financial flexibility as a private entity.
The merger ends Hillenbrand’s life as a NYSE‑listed company and reshapes its governance.
Completion of the merger on February 10, 2026 triggered a change in control, with Hillenbrand now wholly owned by Parent, an affiliate of Lone Star funds. Trading in common stock has ceased; the company requested NYSE delisting via Form 25 and plans to file Form 15 to suspend Exchange Act reporting.
At the effective time, ten directors resigned and Kimberly K. Ryan became the sole named director, while equity awards were cashed out or converted into cash‑settled awards based on the $32.00 per‑share merger consideration, subject to the original vesting structures where applicable. The amended and restated articles and bylaws now align Hillenbrand’s governance with a private, sponsor‑owned structure; future strategic and financial decisions will be driven within that private framework rather than through public‑market oversight.
8-K Event Classification
FAQ
What happened to Hillenbrand (HI) in the Lone Star acquisition?
Is Hillenbrand (HI) stock still trading on the NYSE after the merger?
How was the Lone Star acquisition of Hillenbrand financed?
What happened to Hillenbrand’s existing notes and credit facilities?
How did the merger affect Hillenbrand’s board and corporate governance?
What was the total enterprise value of the Hillenbrand–Lone Star transaction?
Filing Exhibits & Attachments
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