--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-043797" form_type: "8-K" ticker: null cik: "0001417398" company_name: "Hillenbrand, Inc." filed_at: "2026-02-10T23:59:59+00:00" generated_at: "2026-05-16T03:33:48.160757+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Lone Star completes $3.8B acquisition of Hillenbrand; stockholders receive $32.00/share ## Summary - 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. ## SEC filing metadata - accession: 0001193125-26-043797 - form_type: 8-K - cik: 0001417398 - company_name: Hillenbrand, Inc. - filed_at: 2026-02-10T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1417398/000119312526043797/0001193125-26-043797-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1417398/000119312526043797/d101200d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-043797 - JSON: https://secwatch.observer/filing/0001193125-26-043797.json - Plain text: https://secwatch.observer/filing/0001193125-26-043797.txt ## Source-grounded claims - claim_id: 83cad2357f4285ac0f8c4e75f782bf3d80b14e67 claim: 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. evidence_excerpt: $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. evidence_url: https://www.sec.gov/Archives/edgar/data/1417398/000119312526043797/0001193125-26-043797-index.htm - claim_id: a8111b5a519e77a8e71c0586ec9aaf82ccf3be7f claim: Hillenbrand, Inc. incurred credit facility of $350.0 million with Banco Santander, S.A. at Not stated in excerpt maturing Not stated in excerpt. evidence_excerpt: 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 ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1417398/000119312526043797/0001193125-26-043797-index.htm - claim_id: ce9a84a712ca268737924c7647828c8f702e6b5f claim: 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. evidence_excerpt: 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 ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1417398/000119312526043797/0001193125-26-043797-index.htm - claim_id: e7d74e85a07124d69ee7f81e4abfa4284007d130 claim: 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. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1417398/000119312526043797/0001193125-26-043797-index.htm - claim_id: 4ae6e4de19cab064b9a4f8c832e5a5cf84af9278 claim: Hillenbrand, Inc.: By-laws amended and restated in their entirety. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1417398/000119312526043797/0001193125-26-043797-index.htm - claim_id: c6c86ff71b780e1f945f764783af38c030406d2c claim: Hillenbrand, Inc.: Articles of incorporation amended and restated in their entirety. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1417398/000119312526043797/0001193125-26-043797-index.htm - claim_id: 7ed4cdecc4e26ccf85da103ff612719260966f4d claim: Hillenbrand, Inc. underwent a change of control involving LSF12 Helix Parent, LLC for $32.00 in cash per share (closed 2026-02-10). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1417398/000119312526043797/0001193125-26-043797-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.