Prnewswire·2026-01-09 12:30Core Viewpoint - LSF12 Helix Parent, LLC, an affiliate of Lone Star Funds, has initiated Change of Control Offers to purchase all 6.2500% Senior Notes due 2029 and 3.7500% Senior Notes due 2031 of Hillenbrand, Inc. at a repurchase price of 101% of the principal amount plus accrued interest [1][2]. Group 1: Change of Control Offers - The Change of Control Offers are linked to a previously announced Merger Agreement, where Merger Sub will merge with Hillenbrand, making it a wholly owned subsidiary of Parent [2]. - The consummation of the Merger will trigger a Change of Control under the indentures governing the Notes, requiring the Change of Control Offers [2]. - The Offers will expire at 5:00 p.m. New York City time on February 9, 2026, or one business day prior to the Merger consummation, whichever is later [4]. Group 2: Purchase Price and Payment - The Purchase Price will be paid only to holders who validly tender their Notes before the Expiration Date [5]. - Payment will be made through U.S. Bank Trust Company, which will act as the Depositary for the transaction [6]. Group 3: Financial Performance and Metrics - Hillenbrand reported a Consolidated EBITDA of $230.6 million for 2025, up from $142.3 million in 2024 [17]. - Adjusted EBITDA for 2025 was $382.2 million, compared to $454.9 million in 2024 [17]. - Pro Forma Adjusted EBITDA for 2025 is projected at $442.6 million, indicating a slight decrease from $454.9 million in 2024 [17]. Group 4: Operational and Commercial Initiatives - The Company aims to achieve $218 to $332 million of Consolidated EBITDA uplift over five years through operational initiatives, with a conservative estimate of $158 million [33]. - Commercial initiatives are expected to generate an additional $47 to $85 million of Consolidated EBITDA uplift, with a conservative estimate of $39 million [35]. - Key operational strategies include procurement optimization, factory productivity improvements, and SG&A cost reductions [32][33].