Hillenbrand, Inc. 8-K

What Happened
Hillenbrand, Inc. (HI) filed a Form 8‑K on December 23, 2025 to provide voluntary supplemental disclosures to its December 1, 2025 definitive proxy statement for the planned merger with LSF12 Helix Parent, LLC and Merger Sub (affiliates of Lone Star). The company said two shareholder lawsuits were filed in New York state court (Grant v. Hillenbrand, Dec. 11, 2025; Kent v. Hillenbrand, Dec. 12, 2025) alleging the proxy statement was false or omitted material information. Hillenbrand denies the claims but provided additional detail to “moot” disclosure claims and avoid delays or added litigation risk for the $32.00-per-share transaction.

Key Details

• Deal parties and price: Merger Agreement with Lone Star affiliates; Merger Consideration is $32.00 per share.
• Litigation: Two complaints filed (Dec. 11 and Dec. 12, 2025) seeking to block the merger or recover damages and attorneys’ fees; Hillenbrand also received similar shareholder demands.
• Valuation context (Evercore analyses): Discounted cash flow implied equity range $28.55–$53.20 per share; selected public-company trading analysis implied $25.85–$42.15; selected transactions implied $29.10–$39.00. Net Debt & Other used in analyses: $1,465 million; fully diluted shares ~72 million.
• Financial projections (management Forecasts): 2026E revenue $2,425M and adjusted EBITDA $391M; 2030E revenue $3,262M and adjusted EBITDA $689M; unlevered free cash flow 2026–2030 ranges $230M to $443M.

Why It Matters
These supplemental disclosures provide investors more detail about competing bids, Evercore’s valuation work, and Hillenbrand’s five‑year financial projections—information shareholders cited as missing in litigation. While Hillenbrand says the claims lack merit and it is not admitting liability, the lawsuits and shareholder demands introduce legal and timing risk that could delay or complicate closing. The valuation ranges show the $32.00 offer sits within, but toward the lower end of, several implied equity ranges — important context for shareholders deciding how to vote.