Core 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].

Core Viewpoint - NGPL PipeCo LLC has received the necessary consents from holders of its Senior Notes to amend the terms of the Indentures related to the 2027 and 2031 Notes, allowing for a significant transaction involving the sale of a 25% interest in NGPL Holdings LLC to ArcLight Capital Partners, LLC [1][4][5] Group 1: Consent and Amendments - The Company announced that consents were validly delivered exceeding the requisite threshold for the Proposed Amendments to the Indentures for both Series of Notes [3] - The Proposed Amendments will redefine "Change of Control" in the Indentures, ensuring that the upcoming Transaction will not trigger a Change of Control under the Indentures [5] - A supplemental indenture will be executed for each Series of Notes to formalize the Proposed Amendments, which will become enforceable upon execution but will not be operative until the consent fee is paid [5] Group 2: Transaction Details - The Transaction involves Brookfield Infrastructure US Holdings I selling its 25% interest in NGPL Holdings to ArcLight, with both ArcLight and Kinder Morgan, Inc. having equal rights to elect 50% of the board members post-transaction [4] - Upon completion of the Transaction, ArcLight funds will hold a 62.5% economic interest in NGPL Holdings, while Kinder Morgan will retain a 37.5% economic interest and continue to operate the pipeline assets [4] - The Transaction is anticipated to close in the second quarter of 2025, subject to customary closing conditions [4] Group 3: Company Overview - NGPL PipeCo LLC is a Delaware limited liability company and the issuer of the Senior Notes, with its subsidiary being a major transporter of natural gas in the Chicago area and across the U.S. [10] - The subsidiary operates approximately 9,100 miles of pipeline and has significant natural gas storage capacity, providing access to major supply basins [10] - Kinder Morgan, Inc. is one of the largest energy infrastructure companies in North America, operating extensive pipeline and terminal networks [12]

Core Viewpoint - NGPL PipeCo LLC is initiating consent solicitations for amendments to its 4.875% Senior Notes due 2027 and 3.250% Senior Notes due 2031, in connection with a transaction involving the sale of a 25% interest in NGPL Holdings LLC to ArcLight Capital Partners, LLC [1][2] Group 1: Transaction Details - Brookfield Infrastructure US Holdings I will sell its 25% interest in NGPL Holdings LLC to ArcLight, resulting in ArcLight funds and Kinder Morgan, Inc. each having the right to elect 50% of the board members, with ArcLight holding a 62.5% economic interest [2] - The transaction is expected to close in the second quarter of 2025, pending customary closing conditions [2] Group 2: Consent Solicitation Process - The consent solicitation aims to amend the definition of "Change of Control" in the indentures, ensuring the transaction does not trigger a Change of Control event [4] - Holders must consent to the proposed amendments in their entirety to be eligible for a consent fee of $1.00 per $1,000 in principal amount of the notes [5] - The consent deadline is set for April 8, 2025, at 5:00 p.m. New York City time, with the possibility of extension [5] Group 3: Approval Requirements - Approval of the proposed amendments requires consents from a majority of the aggregate principal amount of the notes outstanding, excluding those owned by the company or its affiliates [6] - Upon receiving the requisite consents, a supplemental indenture will be executed to formalize the amendments [6] Group 4: Implications of Amendments - Once the proposed amendments are operative, all current and future holders of the notes will be bound by these amendments [8] - The company may terminate the consent solicitation if the requisite consents are not received [10][11] Group 5: Company Overview - NGPL PipeCo LLC is a Delaware limited liability company and the issuer of the senior notes, with its subsidiary being a major transporter of natural gas in the U.S. [15] - The subsidiary operates approximately 9,100 miles of pipeline and has significant storage capacity, serving key markets including the Chicago area and Gulf Coast [15] Group 6: ArcLight and Kinder Morgan Overview - ArcLight Capital Partners, LLC is a significant infrastructure investor with a history of managing over 65 GW of assets and $80 billion in enterprise value [16][17] - Kinder Morgan, Inc. is one of North America's largest energy infrastructure companies, operating approximately 79,000 miles of pipelines and 704 Bcf of natural gas storage capacity [18]