Hillenbrand to Go Private in $32/Share Lone Star Deal

TL;DR

**Hillenbrand's $32/share cash buyout by Lone Star is a clear win for shareholders, signaling a strategic pivot away from public markets.**

AI Summary

Hillenbrand, Inc. (HI) is undergoing a significant transformation, highlighted by a proposed acquisition by Lone Star Fund XII, L.P. for $32.00 per share in cash, expected to close by Q1 2026. This follows the divestiture of its Batesville segment on February 1, 2023, and a majority interest in the Milacron injection molding and extrusion business on March 31, 2025, where Hillenbrand retained a 48.74% minority ownership. The company's continuing operations focus on two segments: Advanced Process Solutions, providing highly-engineered processing equipment for durable plastics, food, and recycling, and Molding Technology Solutions, a global leader in plastic technology processing equipment. These segments leverage strong brand recognition, engineering expertise, and a large installed base for aftermarket services. Hillenbrand aims for sustainable revenue expansion, profit growth, and substantial free cash flow, driven by its global footprint and a disciplined M&A framework.

Why It Matters

Hillenbrand's proposed acquisition by Lone Star for $32.00 per share marks a pivotal moment for investors, offering a clear cash exit at a premium. This move shifts the company from public scrutiny to private ownership, potentially allowing for more aggressive long-term strategic adjustments without quarterly market pressures. For employees and customers, the change in ownership could bring new operational directives and investment priorities, impacting product development and service delivery in the highly-engineered processing equipment and plastic technology sectors. The transaction also reflects ongoing private equity interest in industrial companies with strong market positions and aftermarket revenue streams, setting a competitive benchmark for similar firms.

Risk Assessment

Risk Level: medium — The primary risk is the non-consummation of the Merger, as detailed in the 'Disclosure Regarding Forward-looking Statements' section, which lists factors like failure to obtain regulatory approvals or shareholder approval, and financing risks from Lone Star. Additionally, the company faces potential adverse impacts from contractual restrictions under the Merger Agreement limiting business opportunities and significant transaction costs, which could be more expensive than anticipated.

Analyst Insight

Investors should evaluate the $32.00 per share cash offer against their current holdings and market expectations for Hillenbrand's future performance. Given the expected Q1 2026 closing, shareholders should consider tendering their shares or selling in the open market if the current price is near the offer, to capitalize on the premium and avoid potential risks of the deal falling through.

Revenue Breakdown

Key Numbers

• $32.00 — cash per share in merger (offer price for Hillenbrand common stock)
• 2026 — expected merger closing year (Merger expected to close by end of Q1 calendar year 2026)
• 2025-03-31 — Milacron divestiture date (date Hillenbrand completed divestiture of majority interest in Milacron)
• 48.74% — retained ownership in Milacron Holdings (Hillenbrand's minority ownership after Milacron divestiture)
• 2023-02-01 — Batesville divestiture date (date Hillenbrand completed divestiture of Batesville reportable operating segment)
• $1,682,990,619 — aggregate market value of non-affiliate common stock (as of March 31, 2025)
• 70,506,819 — shares of common stock outstanding (as of November 14, 2025)
• 2007-11-01 — incorporation date (Hillenbrand, Inc. incorporated in Indiana)
• 2008-04-01 — NYSE trading start date (Hillenbrand began trading on NYSE under 'HI')
• 2025-10-14 — Merger Agreement date (date Hillenbrand entered into Agreement and Plan of Merger with Lone Star affiliates)

Key Players & Entities

• Hillenbrand, Inc. (company) — registrant
• Lone Star Fund XII, L.P. (company) — acquiring entity
• Bain Capital (company) — partner in Milacron divestiture
• Milacron Holdings, LLC (company) — newly formed entity after Milacron divestiture
• New York Stock Exchange (regulator) — exchange where HI common stock trades
• LSF12 Helix Parent, LLC (company) — Delaware limited liability company, affiliate of Lone Star
• LSF12 Helix Merger Sub, Inc. (company) — Indiana corporation, wholly owned subsidiary of Lone Star
• Securities and Exchange Commission (regulator) — filing oversight
• Advanced Process Solutions (company) — Hillenbrand's reportable operating segment
• Molding Technology Solutions (company) — Hillenbrand's reportable operating segment

FAQ

Risk Factors

• Dependence on Key Customers and Markets [medium — market]: The company's business is concentrated in certain end markets such as durable plastics, food, and recycling. A downturn or significant change in demand within these specific markets could materially impact revenue and profitability. The proposed acquisition by Lone Star Fund XII, L.P. also introduces integration risks and potential disruptions.
• Supply Chain and Manufacturing Disruptions [medium — operational]: Hillenbrand relies on a global supply chain for its manufacturing operations. Disruptions due to geopolitical events, natural disasters, or supplier issues could impact production schedules and the ability to meet customer demand. The company's reliance on highly-engineered equipment means specialized components are critical.
• Integration of Acquisitions and Divestitures [high — financial]: The company has a history of acquisitions and recent divestitures (Batesville, Milacron majority stake). Successfully integrating acquired businesses and managing the strategic implications of divestitures, including the retained minority stake in Milacron, presents ongoing financial and operational challenges. The proposed acquisition by Lone Star also carries significant integration considerations.
• Cybersecurity Threats [medium — regulatory]: As a global industrial company with significant digital operations and customer data, Hillenbrand is exposed to cybersecurity risks. A breach could lead to operational disruptions, data loss, reputational damage, and financial penalties. The company has implemented measures to address these risks, as noted in Item 1C.
• Merger Agreement Risks [high — legal]: The proposed acquisition by Lone Star Fund XII, L.P. is subject to customary closing conditions, including regulatory approvals and shareholder approval. Failure to complete the transaction could result in significant costs and impact the company's strategic direction and stock price. The agreement was dated October 14, 2025.

Industry Context

Hillenbrand operates in the industrial processing equipment sector, serving large and attractive end markets such as durable plastics, food, and recycling. Key macro trends supporting these markets include the growth of the middle class driving demand for plastics in construction and food safety, and increasing demand for sustainable food sources. The company competes with other global providers of highly-engineered processing equipment, leveraging strong brand recognition and engineering expertise.

Regulatory Implications

As a publicly traded company, Hillenbrand is subject to SEC regulations and reporting requirements. The proposed acquisition by Lone Star Fund XII, L.P. will likely require regulatory approvals, including antitrust reviews in relevant jurisdictions. Cybersecurity risks, as detailed in Item 1C, also present ongoing regulatory compliance considerations.

What Investors Should Do

1. Monitor Merger Progress
2. Analyze Segment Performance
3. Evaluate Post-Acquisition Strategy
4. Assess Financial Health Post-Divestitures

Key Dates

• 2025-10-14: Merger Agreement Date — Hillenbrand entered into the Agreement and Plan of Merger with Lone Star affiliates, initiating the process for the proposed acquisition.
• 2025-03-31: Milacron Divestiture — Hillenbrand completed the divestiture of a majority interest in its Milacron business, retaining a 48.74% minority ownership, impacting its segment reporting and financial structure.
• 2023-02-01: Batesville Divestiture — The company completed the divestiture of its Batesville reportable operating segment, marking a strategic shift away from certain business lines.
• 2026-03-31: Expected Merger Closing — The proposed acquisition by Lone Star Fund XII, L.P. is expected to close by the end of the first quarter of 2026, signifying a major change in corporate ownership.
• 2007-11-01: Incorporation Date — Hillenbrand, Inc. was incorporated in Indiana, establishing its legal foundation.
• 2008-04-01: NYSE Trading Start — Hillenbrand began trading on the NYSE under the ticker 'HI', marking its entry into the public markets.

Glossary

Advanced Process Solutions

One of Hillenbrand's two reportable operating segments, providing highly-engineered process and material handling equipment, systems, and aftermarket parts and services. (This segment is a core part of Hillenbrand's continuing operations, serving key end markets like durable plastics, food, and recycling.)

Molding Technology Solutions

The other reportable operating segment of Hillenbrand, focused on highly-engineered equipment, systems, and aftermarket parts and service for the plastic technology processing industry. (This segment is crucial to Hillenbrand's strategy in the plastics industry, offering specialized solutions like hot runner systems.)

Aftermarket Parts and Services

Products and services sold to customers for the maintenance, repair, and upgrade of existing equipment. (This represents a significant revenue stream for Hillenbrand's segments, leveraging its large installed base and engineering expertise.)

Divestiture

The act of selling or disposing of an asset or business unit. (Hillenbrand has recently undergone significant divestitures (Batesville, majority stake in Milacron), reshaping its business portfolio.)

Minority Ownership

A stake in a company that is less than 50%, meaning the holder does not have control over the company's operations. (Hillenbrand retains a 48.74% minority ownership in Milacron Holdings after its majority stake divestiture.)

Merger Agreement

A legally binding contract between two companies outlining the terms and conditions of a merger or acquisition. (Hillenbrand entered into a Merger Agreement with Lone Star affiliates on October 14, 2025, for its proposed acquisition.)

Reportable Operating Segments

Distinct business units within a company that are reported separately in financial statements due to their differing operations and management oversight. (Hillenbrand's continuing operations are organized into two reportable segments: Advanced Process Solutions and Molding Technology Solutions.)

Year-Over-Year Comparison

The current filing reflects significant strategic shifts compared to the previous year, most notably the divestiture of the Batesville segment (effective February 1, 2023) and the majority interest in Milacron (effective March 31, 2025). These actions are reshaping the company's revenue base and operational focus towards its Advanced Process Solutions and Molding Technology Solutions segments. The proposed acquisition by Lone Star Fund XII, L.P. also represents a major forward-looking event not present in prior filings, indicating a potential change in control.

Key Financial Figures

• $32.00 — be converted into the right to receive $32.00 in cash, without interest. The transact

Filing Documents

• hi-20250930.htm (10-K) — 2862KB
• ex452025930.htm (EX-4.5) — 59KB
• ex192025930.htm (EX-19) — 82KB
• ex2112025930.htm (EX-21.1) — 86KB
• ex222025930.htm (EX-22) — 2KB
• ex2312025930.htm (EX-23.1) — 6KB
• ex3112025930.htm (EX-31.1) — 12KB
• ex3122025930.htm (EX-31.2) — 12KB
• ex3212025930.htm (EX-32.1) — 6KB
• ex3222025930.htm (EX-32.2) — 6KB
• image_0.jpg (GRAPHIC) — 43KB
• hi-20250930_g1.jpg (GRAPHIC) — 98KB
• 0001628280-25-053207.txt ( ) — 17282KB
• hi-20250930.xsd (EX-101.SCH) — 86KB
• hi-20250930_cal.xml (EX-101.CAL) — 137KB
• hi-20250930_def.xml (EX-101.DEF) — 722KB
• hi-20250930_lab.xml (EX-101.LAB) — 1379KB
• hi-20250930_pre.xml (EX-101.PRE) — 1008KB
• hi-20250930_htm.xml (XML) — 2810KB

Business

Business 3 Item 1A.

Risk Factors

Risk Factors 16 Item 1B. Unresolved Staff Comments 28 Item 1C. Cybersecurity 28 Item 2.

Properties

Properties 29 Item 3.

Legal Proceedings

Legal Proceedings 29 Item 4. Mine Safety Disclosures 30 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 30 Item 6. Reserved 31 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 32 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 46 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 48 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 96 Item 9A.

Controls and Procedures

Controls and Procedures 96 Item 9B. Other Information 96 Item 9C . Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 96 PART III Item 10. Directors, Executive Officers, and Corporate Governance 96 Item 11.

Executive Compensation

Executive Compensation 97 Item 12.

Security Ownership of Certain Beneficial Owners and Management, and Related Shareholder Matters

Security Ownership of Certain Beneficial Owners and Management, and Related Shareholder Matters 97 Item 13. Certain Relationships and Related Transactions, and Director Independence 97 Item 14. Principal Accountant Fees and Services 97 PART IV Item 15. Exhibits and Financial Statement Schedule 97 Item 16. Form 10-K Summary 102

Signatures

Signatures 103 1 Table of Contents (monetary amounts in millions, except per share data) PART I DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS Throughout this Annual Report on Form 10-K ("Form 10-K"), we make a number of "forward-looking statements," including statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and that are intended to be covered by the safe harbor provided under these sections. As the words imply, these are statements about future sales, earnings, cash flow, results of operations, uses of cash, financings, share repurchases, ability to meet deleveraging goals, and other measures of financial performance or potential future plans or events, strategies, objectives, beliefs, prospects, assumptions, expectations, and projected costs or savings or transactions of the Company, including the proposed acquisition of Hillenbrand by Lone Star through a merger transaction (the "Merger"), that might or might not happen in the future, as contrasted with historical information. Forward-looking statements are based on assumptions that we believe are reasonable, but by their very nature are subject to a wide range of risks. If our assumptions prove inaccurate or unknown risks and uncertainties materialize, actual results could vary materially from Hillenbrand's expectations and projections. The following list, though not exhaustive, contains words that could indicate a forward-looking statement. intend believe plan expect may goal would project position future outlook become pursue estimate will forecast continue could anticipate remain likely target encourage promise improve progress potential should impact strategy assume Any number of factors, many of which are beyond our control, could cause our performance to differ significantly f

BUSINESS

Item 1. BUSINESS In this section of the Form 10-K, we provide you with a general overview of the Company, including a high-level review of our reportable segments and how we operate. We then present our reportable operating segments in greater detail, including the products we manufacture and sell, how those products are distributed and to whom, with whom we compete, the key inputs to production, and an explanation of our business strategies. We also provide you information on any key patents, trademarks, and regulatory matters important to our business. Finally, we provide you with a brief background on our executive officers so that you can understand their experience and qualifications. GENERAL Hillenbrand ( www.Hillenbrand.com ) is a global industrial company that provides highly-engineered processing equipment and solutions to customers around the world. Our portfolio is composed of leading industrial brands that serve large, attractive end markets, including durable plastics, food, and recycling. Guided by our Purpose, Shape What Matters For Tomorrow, we pursue excellence, collaboration, and innovation to shape solutions that best serve our people, our customers, and our communities. Customers choose Hillenbrand due to our reputation for designing, manufacturing, and servicing highly-engineered, mission-critical equipment and solutions that meet their unique and complex processing requirements. Hillenbrand's portfolio is composed of two reportable operating segments: Advanced Process Solutions and Molding Technology Solutions. Advanced Process Solutions is a leading global provider of highly-engineered process and material handling equipment, systems, and aftermarket parts and services for a variety of industries, including durable plastics, food, and recycling. Key technologies within the Advanced Process Solutions portfolio include compounding, extrusion, material handling, conveying, mixing, ingredient automation, portion process, and screening and s

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