8-K
filed February 10, 2026, 6:59 PM ET
CIK 0001417398
M&A
confidence high
sentiment neutral
materiality 1.00
Hillenbrand, Inc.: M&A transaction — Lone Star completes $3.8B acquisition of Hillenbrand; stockholders receive $32.00/share
Hillenbrand, Inc.
- Total enterprise value ~$3.8B; aggregate Merger Consideration ~$2.25B; each share converted to $32.00 cash.
- Transaction closed Feb 10, 2026; Hillenbrand common stock delisted from NYSE.
- All outstanding equity awards cashed out based on $32.00 per share (options, RSUs, deferred shares).
- Company now wholly owned subsidiary of Lone Star; board resigned except new director Kim Ryan as CEO.
- New debt financing: $1.8B term loan, $430M revolver, $350M LC facility, and $500M 7.125% secured notes due 2033.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.78
Hillenbrand, Inc. incurred senior notes of $361.792 million aggregate principal amount of the Company 2029 Notes were repurchased and $330.591 million aggregate pr with not stated at Not stated in excerpt maturing Not stated in excerpt.
- Instrument
- senior notes
- Principal
- $361.792 million aggregate principal amount of the Company 2029 Notes were repurchased and $330.591 million aggregate pr
- Counterparty
- not stated
- Rate
- Not stated in excerpt
- Maturity
- Not stated in excerpt
- Event
- incurrence
Exact text from the filing
$361.792 million aggregate principal amount of the Company 2029 Notes were repurchased and $330.591 million aggregate principal amount of the Company 2031 Notes were repurchased, each pursuant to the Change of Control Offers.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.88
Hillenbrand, Inc. incurred credit facility of $350.0 million with Banco Santander, S.A. at Not stated in excerpt maturing Not stated in excerpt.
- Instrument
- credit facility
- Principal
- $350.0 million
- Counterparty
- Banco Santander, S.A.
- Rate
- Not stated in excerpt
- Maturity
- Not stated in excerpt
- Event
- incurrence
Exact text from the filing
The LC Facility Agreement provides for a senior secured first-lien multi-currency letter of credit and bank guarantee facility in an aggregate committed amount of $350.0 million (the “ Senior Secured LC Facility ”)
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Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Hillenbrand, Inc. incurred term loan of $1,800.0 million with Bank of America, N.A. at Not stated in excerpt maturing Not stated in excerpt.
- Instrument
- term loan
- Principal
- $1,800.0 million
- Counterparty
- Bank of America, N.A.
- Rate
- Not stated in excerpt
- Maturity
- Not stated in excerpt
- Event
- incurrence
Exact text from the filing
The Senior Secured Facilities Credit Agreement provides for a senior secured first-lien term loan facility comprised of a tranche denominated in U.S. dollars in an aggregate principal amount of up to $1,800.0 million (the “ Term Loan Facility ”)
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Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.92
Hillenbrand, Inc. amended senior notes of $500 million aggregate principal amount of 7.125% Senior Secured Notes due 2033 with Wilmington Trust, National Association at 7.125% per year maturing February 1, 2033.
- Instrument
- senior notes
- Principal
- $500 million aggregate principal amount of 7.125% Senior Secured Notes due 2033
- Counterparty
- Wilmington Trust, National Association
- Rate
- 7.125% per year
- Maturity
- February 1, 2033
- Event
- amendment
Exact text from the filing
Parent, Intermediate Holdings, the Co-Borrower, the Company, the other Subsidiary Guarantors, the Parent Trustee and the Parent Notes Collateral Agent entered into (i) a supplemental indenture, dated as of February 10, 2026 (the “ Parent Supplemental Indenture ”), to the Parent Indenture, pursuant to which Intermediate Holdings, the Co-Borrower, the Company and the other Subsidiary Guarantors provided a guarantee of Parent’s obligations under the Parent Secured Notes.
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Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Hillenbrand, Inc.: By-laws amended and restated in their entirety.
- Change
- bylaw amendment
Exact text from the filing
At the Effective Time, the articles of incorporation and by-laws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which exhibits are incorporated by reference into this Item 5.03.
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Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Hillenbrand, Inc.: Articles of incorporation amended and restated in their entirety.
- Change
- charter amendment
Exact text from the filing
At the Effective Time, the articles of incorporation and by-laws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which exhibits are incorporated by reference into this Item 5.03.
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Hillenbrand, Inc. underwent a change of control involving LSF12 Helix Parent, LLC for $32.00 in cash per share (closed 2026-02-10).
- Action
- change of control
- Counterparty
- LSF12 Helix Parent, LLC
- Consideration
- $32.00 in cash per share
- Closing
- 2026-02-10
Exact text from the filing
Parent, Merger Sub or any other wholly owned subsidiary of Parent (each of which was cancelled) (collectively, “ Cancelled Shares ”), was converted into the right to receive $32.00 in cash (the “ Merger Consideration ”), without interest and subject to any required tax withholding. At the Effective Time, each outstanding option to purchase shares of Company
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