LSF12 Helix Parent, LLC Initiates Change of Control Offers for Hillenbrand, Inc.'s Senior Debt

Overview of the Change of Control Offers

On January 9, 2026, LSF12 Helix Parent, LLC, which is affiliated with investment funds managed by Lone Star Funds, announced its intention to execute Change of Control Offers regarding Hillenbrand, Inc.'s senior notes. This strategic move involves the purchase of two specific senior notes: 6.2500% Senior Notes scheduled to mature in 2029 and 3.7500% Senior Notes set to mature in 2031. The offer price for these notes is set at 101% of their aggregated principal amount plus any accruing unpaid interest.

Background on the Merger

These offers are linked to an Agreement and Plan of Merger that was disclosed on October 14, 2025. This merger will see LSF12 Helix Merger Sub, Inc. merge with Hillenbrand, Inc., rendering Hillenbrand a wholly-owned subsidiary of LSF12 Helix Parent. The completion of this merger is what constitutes a "Change of Control" as per the rules governing the indentures of the notes involved.

In the event that the notes are downgraded and do not hold an Investment Grade rating during a specified Trigger Period, the merger would then trigger a Change of Control Event necessitating the offers to buy back the notes. Importantly, the successful execution of these offers hinges on the merger's completion and any resulting ratings event—two factors that may not be bypassed by LSF12 Helix.

Details of the Offers

The proposals for the Change of Control are scheduled to expire at 5:00 PM New York City time. The final date for action is set for either February 9, 2026, or one business day before the merger's finalization, provided it does not exceed March 9, 2026. The offers may be amended, extended, or withdrawn at any time.

Valid holders wishing to tender their notes will receive the Purchase Price only if they do so before the expiration date without withdrawing the tender. Notably, tenders must be in denominations of $2,000 or more, with increments of $1,000 thereafter. Payments are to be processed via U.S. Bank Trust Company, which will serve as the designated agent for this transaction.

Implications for Investors

In the scenario where these offers culminate successfully, any notes that remain outstanding will continue to exist post-merger. Such remaining notes will be guaranteed by Hillenbrand’s subsidiaries, which are also tied to other debt financing associated with the merger. Potentially, the holders of these outstanding notes will gain increased security as they will also benefit from guarantees linked to newly raised debts.

Furthermore, the situation reflects a broader financial strategy being deployed as Lone Star and its affiliates aim for operational enhancements and value creation through the merger and subsequent initiatives.

Market Reactions and Considerations

Market experts suggest that these moves could significantly affect Hillenbrand's stock performance and overall sustainability in the market. Investors are advised to stay informed about the progress of the merger as well as the conditions tied to the credit ratings. The overall financial landscape may experience volatility as these major corporate maneuvers unfold.

Conclusion

The recent announcements from LSF12 Helix Parent, LLC highlight a crucial moment in Hillenbrand, Inc.'s corporate journey. The upcoming changes not only signal shifts in control but also reflect broader themes of innovation and financial strategy that are essential for driving future growth. As stakeholders await the outcomes of the Change of Control Offers, the implications of these financial strategies will become clearer in the evolving landscape of corporate restructuring.