Lone Star Americas Acquisitions, Inc. entered into a definitive agreement to acquire Hillenbrand, Inc. (NYSE:HI) from group of shareholders for $2.3 billion on October 14, 2025. Under the terms, Lone Star Americas Acquisitions, Inc. will pay $32 in cash per share. The transaction has been financed through equity commitments letter amounted to $1,647 million and debt commitment letter amounted to $3,135 million ($1.885 billion senior secured term loan facility, a $400 million senior secured revolving credit facility, a $500 million senior secured bridge loan facility, and a $350 million senior secured letter of credit facility). Upon completion of the transaction, Hillenbrand will become a privately held company, and Hillenbrand?s shares will no longer trade on the New York Stock Exchange. In case of termination Hillenbrand will pay $69 million and Lone Star will pay $138 million.
The transaction is subject to customary closing conditions, including approval by Hillenbrand shareholders, HSR act approval and receipt of required regulatory approvals. The deal has been unanimously approved by the board of directors of Hillenbrand and Lone Star, approval from Lone Star shareholders and is expected to close by the end of the first quarter of calendar year 2026. As of December 8, 2025, the European Commission has approved the transaction. As of January 8, 2026, the shareholders of Hillenbrand, Inc. (NYSE:HI) have approved the transaction. Completion of the Merger remains subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals.
Evercore Group L.L.C. acted as financial advisor and fairness opinion provider to Hillenbrand, Inc and will receive a fee of $2 million for opinion rendered and $30 million for advisory fee. Richard C. Witzel, David R. Clark and Rachel E. Cohn of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Hillenbrand, Inc. Jefferies LLC acted as financial advisor to Lone Star Americas Acquisitions, Inc. UBS Investment Bank acted as financial advisor to Lone Star Americas Acquisitions, Inc. Douglas Ryder, David M. Klein, Jack R. Shirley, Judson A. Oswald, Justin Greer, Sara B. Zablotney and Joseph A. Tootle of Kirkland & Ellis LLP acted as legal advisor to Lone Star Americas Acquisitions, Inc. Computershare Trust Company, National Association acted as transfer agent to Hillenbrand. Innisfree M&A Incorporated acted as proxy solicitor to Hillenbrand and will receive a fee of $0.1125 million. Pete Lawley of De Brauw Blackstone Westbroek P.C. acted as legal advisor to Lone Star Americas Acquisitions, Inc.
Lone Star Americas Acquisitions, Inc. completed the acquisition of Hillenbrand, Inc. (NYSE:HI) from group of shareholders on February 10, 2026.
In accordance with the Merger Agreement, effective as of the Effective Time, Helen W. Cornell, Stuart A. Taylor II, Neil S. Novich, Joy M. Greenway, Gary L. Collar, Daniel C. Hillenbrand, Jennifer W. Rumsey, Dennis W. Pullin, Inderpreet Sawhney and Joseph T. Lower, resigned from the Board of Directors and the committees of the Board of Directors, if any, on which they served. Immediately following the Effective Time, Kimberly K. Ryan (the ? New Director ?) was appointed as the director of Hillenbrand, Inc.
BlackRock, Inc., formerly BlackRock Funding, Inc., is an investment management company. It provides a range of investment management and technology services to institutional and retail clients. Its diverse platform of alpha-seeking active, index and cash management investment strategies across asset classes enables the Company to tailor investment outcomes and asset allocation solutions for clients. Its product offerings include single- and multi-asset portfolios investing in equities, fixed income, alternatives, and money market instruments. Its products are offered directly and through intermediaries in a range of vehicles, including open-end and closed-end mutual funds, iShares and exchange-traded funds, separate accounts, collective investment funds and other pooled investment vehicles. It also offers technology services, including the investment and risk management technology platform, Aladdin, Aladdin Wealth, eFront, and Cachematrix, as well as advisory services and solutions.
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