LSF12 Helix Parent, LLC Announces Change of Control Offers for Hillenbrand, Inc.'s Senior Notes | HI Stock News

, /PRNewswire/ -- LSF12 Helix Parent, LLC ("Parent"), an affiliate of certain investment funds managed by affiliates of Lone Star Funds ("Lone Star"), announced that it has commenced offers (the "Change of Control Offers") to purchase any and all of the 6.2500% Senior Notes due 2029 (CUSIP No. 431571AF5) (the "2029 Notes") and the 3.7500% Senior Notes due 2031 (CUSIP No. 431571AE8) (together with the 2029 Notes, the "Notes") of Hillenbrand, Inc. (the "Company") at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes to be repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase (the "Purchase Price").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., New York City time, on the date (the "Expiration Date") that is the later of (i) February 9, 2026 and (ii) the date that is one business day prior to the date on which the Merger is consummated (provided such date is no later than March 9, 2026), unless extended or earlier terminated. The Change of Control Offers may, subject to applicable law, be amended, extended, terminated or withdrawn at any time and for any reason.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 $2,000 and integral multiples of $1,000 in excess thereof.Payment of the Purchase Price will be made by the deposit of immediately available funds by us with U.S. Bank Trust Company, National Association (the "Depositary"). The Depositary will act as agent for the tendering holders for the purpose of receiving payments from us and transmitting such payments to such holders.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, Lone Star, the Depositary or any of their respective affiliates makes any recommendation in connection with the Change of Control Offers, and no person has been authorized by any of them to make such a recommendation.Questions or requests for assistance in relation to the Change of Control Offers may be directed to the Depositary at U.S. Bank Trust Company, National Association, 111 Fillmore Avenue E, St. Paul, Minnesota 55107, Attention: Corporate Action – Specialized Finance; Email: cts.specfinance@usbank.com; Phone: (800) 934-6802.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 HillenbrandHillenbrand (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 Lone StarLone Star is a leading investment firm advising funds that invest globally in private equity, credit and real estate. The firm has been successfully navigating complex situations for 30 years. The funds are experienced value investors that seek opportunities in situations that are in flux or complicated by specific structural or financial factors, regardless of the prevailing market environment. Our deep bench of senior leaders and expert deal professionals ensures a strong foundation for successful investments and strategic decision-making. Since the establishment of its first fund in 1995, Lone Star has organized 25 private equity funds with aggregate capital commitments totaling approximately $95 billion.Forward-Looking StatementsThis 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 IPresentation of Non-GAAP InformationTo 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 30,202520242023Other Financial Data:Consolidated EBITDA$ 230.6$ 142.3$ 882.8Adjusted EBITDA$ 382.2$ 454.9$ 430.2Pro Forma Adjusted EBITDA$ 442.6$ 454.9$ 491.9Pro Forma Adjusted EBITDA Margin18.2 %17.1 %18.1 %Pro Forma Adjusted EBITDA (including Milacron EBITDA)$ 461.1$ 475.4$ 509.8Information Regarding Non-GAAP Financial Measures and Pro Forma Financial MeasuresConsolidated 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 30,202520242023Consolidated net income (loss)$ 52.1$ (202.0)576.7Interest expense, net94.5121.577.7Income tax (benefit) expense(54.5)64.8102.8Depreciation and amortization138.5158.0125.6Consolidated EBITDA$ 230.6$ 142.3882.8Impact of divestitures(1)36.4(60.6)(523.1)Acquisition, divestiture and integration costs(2)63.466.945.1Restructuring and restructuring-related charges(3)21.426.25.1Impairment charges(4)83.5265.0—Stock-based compensation(5)17.920.322.2Unrealized FX (gain) loss(6)3.6(1.3)(9.0)Other(7)(74.6)(3.8)7.2Adjusted EBITDA$ 382.2$ 454.9$ 430.2Pre-acquisition run-rate(8)——61.7Public company costs(9)9.5——Cost Initiatives (actioned)(10)16.0——Cost Initiatives (actioned with 24 months)(11)34.9——Pro Forma Adjusted EBITDA$ 442.6$ 454.9$ 491.9Milacron net income(12)(9.3)(10.0)(22.3)Milacron EBITDA(13)27.830.540.3Pro Forma Adjusted EBITDA (including Milacron 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 Batesville in February 2023 and Milacron in March 2025.(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 $5.3 million from finance and human resources optimization, $0.6 million from legal and compliance optimization, $2.5 million from discontinuation of board-related activities and vendor support, and $1.1 million from insurance optimization.(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 EBITDAThe 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. Lone Star's private ownership model is expected to further enhance speed, alignment and accountability in executing on the initiatives outlined below.The initiatives and related figures discussed below are estimates based on current information and assumptions of Lone Star, the Company's management and their consulting firms. Such estimated figures are presented for illustrative purposes and not intended (and should not be viewed as) as projections or guarantees of future performance, and actual results may differ materially from those described. This information is speculative in nature, and it can be expected that some or all of the assumptions underlying the estimated cost savings and Consolidated EBITDA uplift figures below may not materialize or may vary from actual results. This information is based on various assumptions and estimates made by Lone Star, the Company and their consulting firms that are inherently uncertain and subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond our control. There can be no assurance that any of these anticipated outcomes will be realized, or realized on the timelines set forth below.Operational InitiativesProcurement OptimizationBuy 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 ManagementImplement 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 OptimizationOperate 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 ReductionConsolidate 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, Lone Star's evaluation of the Company, and the assessment of a top-tier third party consultant, Lone Star believes it can generate up to $218 to $332 million of Consolidated EBITDA uplift over approximately five years from potential cost savings opportunities, of which Lone Star believes $158 million is achievable on a conservative basis.Commercial InitiativesAftermarket GrowthIncrease 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.Cross SellingLeverage 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 EnhancementsHarmonize 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, Lone Star's evaluations of the Company, and the assessment of a top-tier third party consultant, Lone Star believes it can generate up to $47 to $85 million of Consolidated EBITDA uplift over approximately five years from potential commercial initiative opportunities, of which Lone Star believes $39 million is achievable on a conservative basis.SOURCE Lone Star