Hillenbrand, Inc. 8-K

What Happened
Hillenbrand, Inc. (HI) disclosed that on October 14, 2025 it entered a merger agreement to be acquired by LSF12 Helix Parent, LLC (an affiliate of Lone Star Fund XII, L.P.). On January 9, 2026, Parent issued a press release stating it commenced Change of Control Offers to buy Hillenbrand’s 6.2500% Senior Notes due 2029 and 3.7500% Senior Notes due 2031. The offers would pay 101% of principal plus accrued interest and are tied to the closing of the Merger and a ratings downgrade event described in the indentures.

Key Details

• Merger Agreement date: October 14, 2025; Parent: LSF12 Helix Parent, LLC; Merger Sub: LSF12 Helix Merger Sub, Inc.
• Notes subject to offers: 6.2500% Senior Notes due 2029 and 3.7500% Senior Notes due 2031.
• Purchase Price: 101% of principal plus accrued and unpaid interest to, but not including, repurchase date.
• Offer timing/expiration: Offers commenced January 9, 2026 and expire at 5:00 p.m. NY time on the later of (i) February 9, 2026 or (ii) one business day before the Merger closing (but no later than March 9, 2026); offers are conditioned on both the Merger closing and a Ratings Event (downgrade to below Investment Grade during the Trigger Period).
• Contact for the offers: U.S. Bank Trust Company, N.A., Corporate Action – Specialized Finance; cts.specfinance@usbank.com; 800-934-6802.
• Hillenbrand states Parent/Lone Star prepared the press release and supplemental materials; the company did not prepare and is not incorporating that content by reference.

Why It Matters
For investors, the filing confirms a pending acquisition that could change Hillenbrand’s ownership and potentially trigger contractual protections for bondholders. If the Merger causes a ratings downgrade (a Ratings Event), bondholders will be offered cash repurchases at a premium (101% plus interest), which could affect bond liquidity and pricing. The offers are conditional on both the Merger closing and the Ratings Event, so they may not occur if those conditions are not met. The company also highlights forward-looking risks and disclaims responsibility for Parent-prepared materials.