Hillenbrand (NYSE: HI) details Lone Star $32/share buyout and valuation ranges
Filing Impact
Filing Sentiment
Form Type
8-K
Hillenbrand, Inc. filed an 8-K providing supplemental disclosures about its pending merger with an affiliate of Lone Star at $32.00 per share and related shareholder litigation. Two New York state court complaints and additional shareholder demands allege deficiencies in the definitive proxy statement and seek to block the deal or obtain damages and attorneys’ fees. Without admitting any wrongdoing, Hillenbrand is voluntarily adding disclosure to reduce litigation risk and potential delays to the merger.
The filing expands on the sale process, including competing bids ranging from $23 to $34 per share, and details Evercore’s valuation work. Evercore’s discounted cash flow analysis implied an equity value range of $28.55 to $53.20 per share, selected public company trading multiples implied $25.85 to $42.15, selected transaction multiples implied $29.10 to $39.00, and an illustrative future share price analysis implied $33.35 to $46.95, each compared to the agreed merger price of $32.00. The filing also summarizes management forecasts for revenue growth, rising adjusted EBITDA margins, and increasing unlevered free cash flow through fiscal 2030, and reiterates extensive forward-looking risk factors around the merger and broader business conditions.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 8.01 — Other Events
1 item
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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Registrant’s telephone number, including area code: (812 ) 931-5000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. of Form 8-K):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of
the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 |
Other Events.
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As previously reported, on October 14, 2025, Hillenbrand, Inc., an Indiana corporation (“Hillenbrand”), entered
into an Agreement and Plan of Merger (the “Merger Agreement”) with LSF12 Helix Parent, LLC, a Delaware limited liability company (“Parent”),
and LSF12 Helix Merger Sub, Inc., an Indiana corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into Hillenbrand (the “Merger”), with Hillenbrand surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Lone Star Fund XII, L.P. (“Lone Star”).
In connection with the Merger Agreement, Hillenbrand filed with the U.S. Securities and Exchange Commission (the “SEC”) a preliminary proxy statement on November 19, 2025, and a definitive proxy statement (the “Definitive Proxy Statement”) on December 1, 2025. The Definitive
Proxy Statement was first mailed to Hillenbrand shareholders on or about December 1, 2025.
As of December 23, 2025, two complaints have been filed in New York State court by purported shareholders of Hillenbrand in connection with the Merger: Grant v. Hillenbrand, Inc., et al., No. 656449/2025 (filed on December 11, 2025), and Kent v. Hillenbrand, Inc., et al., No. 656455/2025 (filed on December 12, 2025). The complaints generally allege that the Definitive Proxy Statement includes false and misleading
information and/or fails to disclose allegedly material information in violation of New York state law. The complaints seek, among other things, to enjoin Hillenbrand from consummating the Merger or, in the alternative, rescissory damages, and an
award of attorneys’ fees. In addition to these complaints, Hillenbrand has also received demands from purported shareholders alleging similar deficiencies and seeking supplemental disclosures (together with the complaints, the “Actions”).
Hillenbrand believes that the claims asserted in the Actions are without merit and that no additional disclosures were or are required under applicable
law. However, to moot the unmeritorious disclosure claims, to avoid the risk of the actions described above delaying or adversely affecting the Merger and to minimize the costs, risks and uncertainties inherent in litigation, without admitting any
liability or wrongdoing, Hillenbrand has determined to make voluntarily the supplemental disclosures in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality
under applicable laws of any of the supplemental disclosures herein. To the contrary, Hillenbrand specifically denies all allegations in the Actions that any additional disclosure was or is required.
It is possible that additional, similar allegations may be made or the complaints described above may be amended. Hillenbrand does not intend to announce
the filing of each additional, similar claim or any amended complaint.
Supplemental Disclosures
The following supplemental disclosures (the “Supplemental Disclosures”) should be read in
conjunction with the Definitive Proxy Statement, which should be read in its entirety. Defined terms used in the Supplemental Disclosures that are not defined herein have the meanings set forth in the Definitive Proxy Statement. All page references
in the Supplemental Disclosures are to pages in the Definitive Proxy Statement. Paragraph references in the Supplemental Disclosures refer to paragraphs in the Definitive Proxy Statement before any additions or deletions resulting from the
Supplemental Disclosures. The information herein speaks only as of December 23, 2025, unless (and then only to the extent) the information indicates another date applies. For clarity, new text within restated portions of the Definitive Proxy
Statement is indicated by bold typeface and underlining, and deleted passages are indicated by bold
strikethrough text.
| 1. |
The disclosure in the section of the Definitive Proxy Statement entitled “Proposal 1: Approval of the Merger
Agreement—Background of the Merger” is amended by modifying the eighth paragraph beginning on page 27 to read in its entirety as follows:
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Between August 13, 2025 and August 14, 2025, Hillenbrand received written preliminary non-binding proposals for an acquisition of
Hillenbrand from Lone Star and three other financial sponsors: “Bidder A,” “Bidder B” and “Bidder C.” Lone Star proposed a per-share acquisition price of $34, and the proposal
contemplated an incentive equity plan. Bidder A’s proposal included a range of potential per-share acquisition prices from $28 to $32. Bidder B proposed a per-share acquisition price of $32.50. Bidder C’s proposal included a range of
potential per-share acquisition prices from $23 to $26. Hillenbrand also received an oral indication of interest from a financial sponsor that contemplated a per-share acquisition price of $25.
| 2. |
The disclosure in the section of the Definitive Proxy Statement entitled “Proposal 1: Approval of the Merger
Agreement—Background of the Merger” is amended by modifying the seventh paragraph on page 29 to read in its entirety as follows:
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On September 29, 2025, Lone Star submitted a formal, non-binding, proposal to acquire Hillenbrand at a price of $31 per share, which
formal proposal noted that the decrease in price from Lone Star’s August 13 bid was due to additional information received during due diligence. Lone Star’s formal proposal stated that its terms and conditions were as set forth in Lone Star’s
September 22 comments on the draft merger agreement, which included a provision that prohibited Hillenbrand from paying any dividends during the interim period between signing and closing. Lone Star’s proposal also included initial drafts of the
equity commitment letter and limited guarantee contemplated by the draft merger agreement and documents related to the debt financing of its proposed acquisition of Hillenbrand. The
proposal further expressed that Lone Star would look forward to partnering with management, including through Lone Star’s contemplated incentive equity plan.
| 3. |
The disclosure in the section of the Definitive Proxy Statement entitled “Proposal 1: Approval of the Merger
Agreement—Opinion of Hillenbrand’s Financial Advisor—Summary of Evercore’s Financial Analyses—Discounted Cash Flow Analysis” on page 38 is amended to read in its entirety as follows:
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Discounted Cash Flow Analysis
Evercore performed a discounted cash flow analysis of Hillenbrand to calculate the estimated present value of the standalone
unlevered, after-tax free cash flows, defined as net operating profit after tax, plus depreciation and amortization, less changes in net working capital and capital expenditures, that Hillenbrand was forecasted to generate during Hillenbrand’s fiscal
years 2026 through 2030 based on the Forecasts. Evercore calculated terminal values for Hillenbrand by applying perpetuity growth rates of 2.0% to 4.0%, which range was selected based on Evercore’s professional judgment and experience, to a terminal
year estimate of the unlevered, after-tax free cash flows of approximately $387 million that Hillenbrand was forecasted to generate based on the Forecasts, which assumed
a terminal adjusted EBITDA margin of 18.5%. The cash flows and terminal values in each case were then discounted to present value as of September 30, 2025, using discount rates ranging from 10.5% to 12.5%, which were based on the mid-year cash flow discounting convention and an estimate of Hillenbrand’s weighted average cost of capital and the mid-year cash flow discounting conventionbased on Evercore’s application of the capital asset pricing model and factors Evercore deemed relevant in its professional judgment and experience. Based on the
range of implied enterprise values, Hillenbrand’s estimated net debt (calculated as total debt less cash and cash equivalents (excluding restricted cash)), after-tax unfunded pension liability, and non-controlling interests as of September 30, 2025
(“Net Debt & Other”) of $1,465 million, the present value of tax savings from Hillenbrand’s estimated usage of aggregate federal net operating losses provided by
Hillenbrand’s management, and the number of fully diluted shares of Hillenbrand common stock of approximately 72 million as of October 10, 2025, in each case as provided
by Hillenbrand’s management, this analysis indicated a range of implied equity values per share of Hillenbrand common stock, rounded to the nearest $0.05, of $28.55 to $53.20, compared to the Merger Consideration of $32.00 per share of Hillenbrand
common stock.
| 4. |
The disclosure in the section of the Definitive Proxy Statement entitled “Proposal 1: Approval of the Merger
Agreement—Opinion of Hillenbrand’s Financial Advisor—Summary of Evercore’s Financial Analyses—Selected Public Company Trading Analysis” beginning on page 38 is amended to read in its entirety as follows:
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Selected Public Company Trading Analysis
Evercore reviewed certain financial information of Hillenbrand and compared such financial information to corresponding financial
multiples and ratios for the following selected publicly traded companies in the process equipment industry (the “Selected Public Process Equipment Companies”): listed in the table below.
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Alfa Laval AB
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Dover Corporation
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GEA Group Aktiengesellschaft
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JBT Corporation
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Kadant Inc.
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Krones Aktiengesellschaft
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The Middleby Corporation
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Evercore also reviewed certain financial multiples and ratios of Hillenbrand and compared them to corresponding financial multiples
and ratios for the selected publicly traded industrial companies with financial characteristics comparable to those of Hillenbrand (the “Selected Public Financial Characteristics Companies” and, together with the Selected Public Process Equipment
Companies, the “Selected Companies”): listed in the table below.
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Helios Technologies, Inc.
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Kennametal Inc.
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Sulzer Ltd.
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The Timken Company
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Valmet Oyj
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For each of the Selected Companies, Evercore calculated total enterprise value (defined as equity market capitalization plus total
debt, plus preferred equity and minority interest, plus after-tax unfunded pension liabilities and other post-employment benefit obligations, less investments in affiliates, less cash and cash equivalents (“TEV”)) as a multiple of estimated
next-twelve-months earnings before interest, taxes, depreciation and amortization but burdened with stock-based compensation expense (“NTM Adjusted EBITDA,” and such multiple, “TEV / NTM Adjusted EBITDA”) based on closing share prices as of
October 10, 2025. Estimated financial data of the Selected Companies were based on publicly available research analysts’ estimates.
This analysis indicated the following:
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TEV / NTM Adjusted EBITDA
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High
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Low
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Median
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Selected Public Process
Equipment Companies
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15.0x
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6.6x
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12.2x
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Selected Public Financial
Characteristics Companies
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11.7x
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7.2x
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8.2x
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Company
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TEV / NTM Adjusted
EBITDA
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Selected Public Process Equipment Companies
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Alfa Laval AB
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13.8x
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Dover Corporation
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12.2x
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GEA Group Aktiengesellschaft
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11.8x
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JBT Corporation
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13.9x
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Kadant Inc.
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15.0x
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Krones Aktiengesellschaft
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6.6x
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The Middleby Corporation
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10.5x
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Selected Public Financial Characteristics Companies
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Helios Technologies, Inc.
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11.7x
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Kennametal Inc.
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7.2x
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Sulzer Ltd.
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8.2x
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The Timken Company
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8.5x
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Valmet Oyj
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7.9x
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Based on the multiples it derived for the Selected Companies and based on its professional judgment and experience, Evercore applied a
TEV / NTM Adjusted EBITDA multiple reference range of 8.5x to 11.5x to Hillenbrand’s fiscal year 2026 Adjusted EBITDA based on the Forecasts. Based on this range of implied TEVs and Hillenbrand’s Net Debt & Other of $1,465 million and the number of fully diluted shares of Hillenbrand common stock of approximately 72 million as of
October 10, 2025, in each case as provided by Hillenbrand’s management, this analysis indicated a range of implied equity values per share of Hillenbrand common stock, rounded to the nearest $0.05, of $25.85 to $42.15, compared to the Merger
Consideration of $32.00 per share of Hillenbrand common stock.
Although none of the Selected Companies is directly comparable to Hillenbrand, Evercore selected these companies because they are
publicly traded process equipment companies or publicly traded industrial companies with financial characteristics comparable to those of Hillenbrand that Evercore, in its professional judgment and experience, considered generally relevant to
Hillenbrand for purposes of Evercore’s financial analyses. In evaluating the Selected Companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the Selected Companies and other
matters, as well as differences in the Selected Companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex
considerations and judgments regarding many factors that could affect the relative values of the Selected Companies and the multiples derived from the Selected Companies. Mathematical analysis, such as determining the mean or median, is not in itself
a meaningful method of using the data of the Selected Companies.
| 5. |
The disclosure in the section of the Definitive Proxy Statement entitled “Proposal 1: Approval of the Merger
Agreement—Opinion of Hillenbrand’s Financial Advisor—Summary of Evercore’s Financial Analyses—Selected Transactions Analysis” beginning on page 39 is amended to read in its entirety as follows:
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Selected Transactions Analysis
Evercore reviewed financial information related to selected transactions involving target companies in the industrial capital goods
industry announced since 2012 (the “Selected Transactions”) listed in the table below.The Selected Transactions, and the month and year each was announced, were as
follows:
For each Selected Transaction, Evercore calculated the implied TEV as a multiple of last twelve-month adjusted
EBITDA for the target company at the time of the announcement of the applicable transaction (“LTM Adjusted EBITDA”) or as a multiple of the adjusted EBITDA figures that were either publicly available, obtained from the acquirer’s investor
presentation from the applicable transaction, or otherwise best reflected the recent earnings performance of the target company. Estimated financial data of the Selected Transactions were based on publicly available information at the time of
announcement of the relevant transaction.
This analysis indicated the following:
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Month and Year
Announced
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Acquiror
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Target
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TEV / Adjusted
EBITDA
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October 2024
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Affiliates of Apollo Global Management, Inc.
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Barnes Group Inc.
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11.9x
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January 2024
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JBT Corporation
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Marel hf.
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15.2x
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June 2023
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Affiliates of KKR & Co. Inc.
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CIRCOR International, Inc.
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13.2x
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May 2023
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Hillenbrand, Inc.
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Schenck Process Food and Performance Materials
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10.7x
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November 2022
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Chart Industries, Inc.
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Howden Group Holdings Ltd.
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12.9x
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December 2021
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Affiliates of Lone Star Fund XI, L.P.
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SPX FLOW, Inc.
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16.9x
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July 2019
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Hillenbrand, Inc.
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Milacron Holdings Corp.
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10.4x
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May 2019
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KPS Capital Partners, LP
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Howden Group Holdings Ltd.
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9.0x
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December 2017
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Crown Holdings, Inc.
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Signode Industrial Group Holdings (Bermuda) Ltd.
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10.2x
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January, 2016
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China National Chemical Corporation Ltd.
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KraussMaffei Group GmbH
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7.3x
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March, 2013
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Affiliates of KKR & Co. Inc.
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Gardner Denver, Inc.
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8.4x
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February, 2013
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Milacron LLC
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Mold-Masters Limited
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11.9x
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October, 2012
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Hillenbrand, Inc.
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Coperion Capital GmbH
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9.0x
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September, 2012
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Onex Corporation
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KraussMaffei Group GmbH
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5.7x
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For each selected transaction, Evercore calculated the implied TEV as a multiple of last twelve-month
adjusted EBITDA for the target company at the time of the announcement of the applicable transaction (“LTM Adjusted EBITDA”) or as a multiple of the adjusted EBITDA figures that were either publicly available, obtained from the acquirer’s investor
presentation from the applicable transaction, or otherwise best reflected the recent earnings performance of the target company. Estimated financial data of the Selected Transactions were based on publicly available information at the time of
announcement of the relevant transaction.
This analysis indicated the following:
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Benchmark
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High
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Low
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Mean
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Median
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||||
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LTM Adjusted EBITDA
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16.9x
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5.7x
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10.9x
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10.6x
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Based on the multiples it derived from the Selected Transactions and based on its professional judgment and experience, Evercore
selected a reference range of TEV to LTM Adjusted EBITDA multiples of 10.0x to 12.0x and applied this range of multiples to Hillenbrand’s fiscal year 2025 adjusted EBITDA, based on the financial results provided by Hillenbrand’s management. Based on
the resulting range of implied TEVs, Hillenbrand’s Net Debt & Other of $1,465 million, and the number of fully diluted shares of Hillenbrand common stock of approximately 72 million as of October 10, 2025, in each case as provided by Hillenbrand’s management, this analysis indicated a range of implied equity values per share
of Hillenbrand common stock, rounded to the nearest $0.05, of $29.10 to $39.00, compared to the Merger Consideration of $32.00 per share of Hillenbrand common stock.
Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to
Hillenbrand, and none of the Selected Transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered
generally relevant to Hillenbrand for purposes of its financial analyses. In evaluating the Selected Transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at
the time of the Selected Transactions and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the Selected Transactions. Accordingly, an
evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the
Selected Transactions and the multiples derived from the Selected Transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the Selected Transactions.
| 6. |
The disclosure in the section of the Definitive Proxy Statement entitled “Proposal 1: Approval of the Merger
Agreement—Opinion of Hillenbrand’s Financial Advisor—Other Factors—Illustrative Present Value of Future Share Price” on page 41 is amended to read in its entirety as follows:
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Illustrative Present Value of Future Share Price
Evercore performed an illustrative analysis of the implied present value of the future price per share of Hillenbrand common stock,
which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of that company’s estimated NTM Adjusted EBITDA and its assumed future TEV / NTM Adjusted EBITDA multiple.
In calculating the implied present value of the future price per share of Hillenbrand common stock, Evercore first calculated the
implied future price per share of Hillenbrand common stock by multiplying the estimated fiscal year 2028 adjusted EBITDA based on the Forecasts by an illustrative TEV / NTM Adjusted EBITDA multiple range of 7.5x to 9.5x, which was selected based on
Evercore’s professional judgment and experience, to derive an implied future TEV reference range for Hillenbrand as of September 30, 2027. Based on this range of implied TEVs, Hillenbrand’s estimated Net Debt & Other of $1,465 million, and the number of fully diluted shares of Hillenbrand common stock projected to be 72.1 million as
of September 30, 2027, based on the Forecasts, Evercore calculated a reference range of implied future equity values for Hillenbrand. Evercore then discounted the implied share price back to October 10, 2025, using discount rates ranging from 13.0%
to 15.0%, which were based on an estimate of Hillenbrand’s cost of equity based on Evercore’s application of the capital asset pricing model and factors that Evercore deemed relevant
in its professional judgment and experience. This analysis indicated a range of implied equity values per share of Hillenbrand common stock, rounded to the nearest $0.05, of $33.35 to $46.95, compared to the Merger Consideration of
$32.00 per share of Hillenbrand common stock.
| 7. |
The disclosure in the section of the Definitive Proxy Statement entitled “Proposal 1: Approval of the Merger
Agreement—Certain Financial Projections” is amended by modifying the sixth paragraph beginning on page 44 as follows:
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The following summary of the Financial Projections sets forth the net revenue, adjusted EBITDA, adjusted EBITDA margin and unlevered
free cash flow of Hillenbrand reflected in the Financial Projections for the fiscal years indicated, with dollars in millions:
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2026E
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2027E
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2028E
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2029E
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2030E
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Net Revenue
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$
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2,425
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$
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2,654
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$
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2,913
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$
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3,076
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$
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3,262
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Adjusted EBITDA(1)
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$
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391
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$
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472
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$
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573
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$
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627
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$
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689
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Adjusted EBITDA margin(2)
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16.1
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%
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17.8
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%
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19.7
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%
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20.4
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%
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21.1
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%
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||||||||||
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Taxes
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$
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102
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$
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125
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$
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154
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$
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169
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$
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186
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||||||||||
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Capital expenditures
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$
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42
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$
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45
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$
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48
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$
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50
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$
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53
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||||||||||
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Change in net working capital
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$
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(18
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)
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$
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36
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$
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(10
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)
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$
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(5
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)
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$
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(7
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)
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||||||
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Unlevered free cash flow(3)
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$
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230
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$
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338
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$
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362
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$
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403
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$
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443
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______________________
| (1) |
Adjusted EBITDA, a non-GAAP financial measure, refers to net income plus net interest expense, income tax expense, depreciation and amortization, excluding business acquisition,
divestiture and integration costs and restructuring and restructuring-related charges.
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| (2) |
Adjusted EBITDA margin, a non-GAAP financial measure, represents adjusted EBITDA as a percentage of net revenue.
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| (3) |
Unlevered free cash flow, a non-GAAP financial measure, refers to Adjusted EBITDA, less taxes and capital expenditures, plus/minus the change in net working capital.
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Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as contrasted with
historical information. Forward-looking statements are based on assumptions that Hillenbrand believes are reasonable, but by their very nature are subject to a wide range of risks. If Hillenbrand’s assumptions prove inaccurate or unknown risks and
uncertainties materialize, actual results could vary materially from Hillenbrand’s expectations and projections. The following list, though not exhaustive, contains words that could indicate a forward‑looking statement:
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intend
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believe
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plan
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expect
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may
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goal
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would
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project
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position
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future
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outlook
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become
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pursue
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estimate
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will
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forecast
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continue
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could
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anticipate
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remain
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likely
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target
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encourage
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promise
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improve
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progress
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potential
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should
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impact
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strategy
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assume
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Forward-looking statements are not guarantees of future performance, and Hillenbrand’s actual results could differ materially from those set forth in any
forward-looking statements. Any number of factors, many of which are beyond Hillenbrand’s control, could cause our performance to differ significantly from what is described in the forward-looking statements. These factors include, but are not
limited to the risk that the Merger may not be consummated in a timely manner or at all; the possible inability of the parties to the Merger Agreement to obtain the required regulatory approvals for the Merger and to satisfy the other conditions to
the closing of the Merger, including approval of the Merger Agreement by Hillenbrand’s shareholders, on a timely basis or at all; the possible occurrence of any event, change or other circumstance that could give rise to the termination of the
Merger Agreement; the risk that the Merger Agreement may be terminated in circumstances that require Hillenbrand to pay a termination fee; the risk that the relevant affiliates of Lone Star fail to obtain on a timely basis or at all the financing
necessary to complete the Merger; potential litigation relating to the Merger and the outcome of any such litigation; the potential adverse impact on Hillenbrand of contractual restrictions under the Merger Agreement that limit Hillenbrand’s
ability to pursue business opportunities or strategic transactions; risks relating to significant transaction costs associated with the Merger and the possibility that the Merger may be more expensive to complete than anticipated; competitors’
responses to the Merger; global market and economic conditions, including those related to the continued volatility in the financial markets, including as a result of the United States (“U.S.”) administration’s imposition of tariffs and changing trade policies; the risk of business disruptions associated with information technology, cyber-attacks, or catastrophic losses affecting infrastructure;
increasing competition for highly skilled and talented workers, as well as labor shortages; closures or slowdowns and changes in labor costs and labor difficulties; uncertainty related to environmental regulation and industry standards, as well as
physical risks of climate change; increased costs, poor quality, or unavailability of raw materials or certain outsourced services and supply chain disruptions; economic and financial conditions including volatility in interest and exchange rates,
commodity and equity prices and the value of financial assets; uncertainty in U.S. global trade policy and risks with governmental instability in certain parts of the world; Hillenbrand’s level of international sales and operations; negative
effects of acquisitions, including the Schenck Process Food and Performance Materials business and Linxis Group SAS acquisitions, on Hillenbrand’s business, financial condition, results of operations and financial performance; competition in the
industries in which Hillenbrand operates, including on price; cyclical demand for industrial capital goods; the ability to recognize the benefits of any acquisition or divestiture including the Milacron injection molding and extrusion business sale
(the “Disposition”), including potential synergies and cost savings or the failure of Hillenbrand or any acquired company, or the Disposition, to achieve its plans and objectives
generally; any strategic and operational initiatives implemented by the parties to the Disposition after the consummation of the Disposition; potential adverse effects of the announcement or results of the Disposition or the announcement or
pendency of the Merger, or any failure to complete the Merger, on the market price of Hillenbrand common stock or on the ability of Hillenbrand to develop and maintain relationships with its personnel and customers, suppliers and others with whom
it does business or otherwise on Hillenbrand’s business, financial condition, results of operations and financial performance; risks related to diversion of management’s attention from Hillenbrand’s ongoing business operations due to the
Disposition or the Merger; impairment charges to goodwill and other identifiable intangible assets; impacts of decreases in demand or changes in technological advances, laws, or regulation on the net revenues that we derive from the plastics
industry; the impact to Hillenbrand’s effective tax rate of changes in the mix of earnings or in tax laws and certain other tax-related matters; exposure to tax uncertainties and audits; involvement in claims, lawsuits, and governmental proceedings
related to operations; uncertainty in the U.S. political and regulatory environment; adverse foreign currency fluctuations; and labor disruptions.
Shareholders, potential investors, and other readers are urged to consider these risks and uncertainties in evaluating forward-looking statements and are
cautioned not to place undue reliance on the forward-looking statements. For a more in-depth discussion of these and other factors that could cause actual results to differ from those contained in forward-looking statements, see the discussion
under the heading “Risk Factors” in Part I, Item 1A of Hillenbrand’s Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on November 19, 2025, and other risks and uncertainties detailed in Hillenbrand’s filings with
the SEC from time to time. Any forward-looking statement in this report is based only on information currently available to Hillenbrand and speaks only as of the date on which it is made. Hillenbrand undertakes no obligation to publicly update or
revise any forward-looking statement, whether written or oral, to reflect new information or future developments or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: December 23, 2025
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HILLENBRAND, INC.
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By:
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/s/ Nicholas R. Farrell
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Nicholas R. Farrell
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Senior Vice President, General Counsel, and
Secretary
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FAQ
What merger is Hillenbrand (HI) pursuing according to this 8-K?
Hillenbrand is party to a Merger Agreement under which LSF12 Helix Merger Sub, Inc., a wholly owned subsidiary of LSF12 Helix Parent, LLC (affiliates of Lone Star Fund XII, L.P.), will merge with and into Hillenbrand, with Hillenbrand surviving as a wholly owned subsidiary of the Lone Star affiliate. The agreed merger consideration is $32.00 per share of Hillenbrand common stock.
What shareholder lawsuits related to the Hillenbrand (HI) merger are described?
The 8-K notes two New York state court actions: Grant v. Hillenbrand, Inc., et al., No. 656449/2025 and Kent v. Hillenbrand, Inc., et al., No. 656455/2025. These complaints, along with shareholder demands, allege that the definitive proxy statement contains false or misleading information and/or omits material information under New York state law, and seek to enjoin the merger or obtain rescissory damages and attorneys’ fees.
How is Hillenbrand responding to the merger-related disclosure claims?
Hillenbrand states that it believes the claims are without merit and that no additional disclosure was or is legally required. However, to moot the disclosure claims, avoid the risk of delay or adverse effects on the merger, and minimize litigation costs and uncertainties, the company is voluntarily providing supplemental disclosures in this 8-K, without admitting liability or wrongdoing or the materiality of the new information.
What competing bids for Hillenbrand are disclosed in the supplemental information?
The filing describes August 2025 preliminary, non-binding proposals from Lone Star and three other financial sponsors. Lone Star initially proposed $34 per share with a contemplated incentive equity plan. Bidder A indicated a range of $28 to $32 per share, Bidder B proposed $32.50 per share, and Bidder C proposed a range of $23 to $26 per share. There was also an oral indication of interest at $25 per share.
What valuation ranges did Evercore’s analyses show versus the $32.00 merger price?
Evercore’s discounted cash flow analysis implied an equity value per share range of $28.55 to $53.20. Its selected public company trading analysis implied $25.85 to $42.15 per share. A selected transactions analysis yielded $29.10 to $39.00 per share. An illustrative present value of future share price analysis implied $33.35 to $46.95 per share. Each range is compared in the filing to the agreed $32.00 per share merger consideration.
What financial projections for Hillenbrand (HI) are included in the supplemental disclosures?
The filing summarizes management’s projections for fiscal 2026–2030, including rising net revenue from $2,425 million in 2026E to $3,262 million in 2030E, increasing adjusted EBITDA from $391 million to $689 million, and expanding adjusted EBITDA margins from 16.1% to 21.1%. Projected unlevered free cash flow grows from $230 million in 2026E to $443 million in 2030E.
What key risks and uncertainties does Hillenbrand highlight around the merger?
The company cites numerous risks, including the possibility that the merger may not be consummated or may be delayed; potential failure to obtain required regulatory approvals or shareholder approval; potential termination of the Merger Agreement and any associated termination fee; financing risks for Lone Star affiliates; potential litigation and its outcome; contractual restrictions under the Merger Agreement; transaction costs; and broader macroeconomic, competitive, operational, regulatory, and tax risks affecting Hillenbrand’s business and the impact of the pending merger and any related disposition.