Lone Star Affiliate Launches Change‑of‑Control Repurchase Offers for Hillenbrand Senior Notes

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January 10, 2026

On January 9, 2026, LSF12 Helix Parent, LLC – an affiliate of Lone Star Funds – announced it would make change‑of‑control offers to repurchase Hillenbrand, Inc.’s 6.2500% Senior Notes due 2029 and 3.7500% Senior Notes due 2031 at a price of 101 % of principal plus accrued interest.

The offers expire on the later of February 9, 2026 or one business day before the consummation of the Hillenbrand‑Lone Star merger, but not later than March 9, 2026. This means the tender window closes after the merger is completed, ensuring the notes are redeemed only once the change‑of‑control event has occurred.

The tender is part of a $3.8 billion all‑cash acquisition of Hillenbrand that was approved by shareholders on January 8, 2026 and is expected to close in the first quarter of 2026. The transaction follows a definitive agreement signed on October 14, 2025, and represents a 37 % premium to Hillenbrand’s unaffected share price at the time of the offer.

Lone Star’s strategy is to accelerate Hillenbrand’s transformation into a focused plastics, food and recycling business. By taking the company private, Lone Star can pursue long‑term investments and operational synergies without the constraints of public‑market scrutiny, while Hillenbrand’s management can continue to drive growth in high‑margin segments.

The 101 % premium is a typical make‑whole payment that protects note holders from the loss of the change‑of‑control trigger. Repurchasing the notes reduces Hillenbrand’s debt burden and interest expense, simplifying the capital structure for the post‑merger entity and lowering financial risk for Lone Star’s investment.

Market reaction to the acquisition itself was positive, driven by the substantial all‑cash premium and the certainty it provides to shareholders. The tender offers reinforce confidence that the transaction will be completed and that Hillenbrand’s debt profile will be streamlined.

Donald Quintin, CEO of Lone Star Funds, said the partnership “excites us to bring our industrial manufacturing expertise to Hillenbrand and invest in its growth.” Helen Cornell, Hillenbrand’s chair, noted the deal “delivers immediate and certain cash value to shareholders at a substantial premium.” Hillenbrand CEO Kimberly K. Ryan added that the transaction “will enable us to enhance scale, create opportunities for associates, and continue to drive innovation in our core markets.”

The change‑of‑control offers signal that Lone Star is proactively managing Hillenbrand’s financial obligations as part of the integration plan, positioning the company for a smoother transition and a stronger balance sheet in the private‑company phase.

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