Material Event (Form 8-K)

Item 8.01

Other Events.

As previously reported, on October 14, 2025, Hillenbrand, Inc., an Indiana corporation ("Hillenbrand"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with LSF12 Helix Parent, LLC, a Delaware limited liability company ("Parent"), and LSF12 Helix Merger Sub, Inc., an Indiana corporation and a wholly owned subsidiary of Parent ("Merger Sub"), providing for the merger of Merger Sub with and into Hillenbrand (the "Merger"), with Hillenbrand surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Lone Star Fund XII, L.P. ("Lone Star").

1.	The disclosure in the section of the Definitive Proxy Statement entitled "Proposal 1: Approval of the Merger Agreement-Background of the Merger" is amended by modifying the eighth paragraph beginning on page 27 to read in its entirety as follows:

2.	The disclosure in the section of the Definitive Proxy Statement entitled "Proposal 1: Approval of the Merger Agreement-Background of the Merger" is amended by modifying the seventh paragraph on page 29 to read in its entirety as follows:

On September 29, 2025, Lone Star submitted a formal, non-binding, proposal to acquire Hillenbrand at a price of $31 per share, which formal proposal noted that the decrease in price from Lone Star's August 13 bid was due to additional information received during due diligence. Lone Star's formal proposal stated that its terms and conditions were as set forth in Lone Star's September 22 comments on the draft merger agreement, which included a provision that prohibited Hillenbrand from paying any dividends during the interim period between signing and closing. Lone Star's proposal also included initial drafts of the equity commitment letter and limited guarantee contemplated by the draft merger agreement and documents related to the debt financing of its proposed acquisition of Hillenbrand.The proposal further expressed that Lone Star would look forward to partnering with management, including through Lone Star's contemplated incentive equity plan.

3.	The disclosure in the section of the Definitive Proxy Statement entitled "Proposal 1: Approval of the Merger Agreement-Opinion of Hillenbrand's Financial Advisor-Summary of Evercore's Financial Analyses-Discounted Cash Flow Analysis" on page 38 is amended to read in its entirety as follows:

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of Hillenbrand to calculate the estimated present value of the standalone unlevered, after-tax free cash flows, defined as net operating profit after tax, plus depreciation and amortization, less changes in net working capital and capital expenditures, that Hillenbrand was forecasted to generate during Hillenbrand's fiscal years 2026 through 2030 based on the Forecasts. Evercore calculated terminal values for Hillenbrand by applying perpetuity growth rates of 2.0% to 4.0%, which range was selected based on Evercore's professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows of approximately $387 million that Hillenbrand was forecasted to generate based on the Forecasts, which assumed a terminal adjusted EBITDA margin of 18.5%. The cash flows and terminal values in each case were then discounted to present value as of September 30, 2025, using discount rates ranging from 10.5% to 12.5%, which were based on the mid-year cash flow discounting convention and an estimate of Hillenbrand's weighted average cost of capital and the mid-year cash flow discounting conventionbased on Evercore's application of the capital asset pricing model and factors Evercore deemed relevant in its professional judgment and experience. Based on the range of implied enterprise values, Hillenbrand's estimated net debt (calculated as total debt less cash and cash equivalents (excluding restricted cash)), after-tax unfunded pension liability, and non-controlling interests as of September 30, 2025 ("Net Debt & Other")of $1,465 million, the present value of tax savings from Hillenbrand's estimated usage of aggregate federal net operating losses provided by Hillenbrand's management, and the number of fully diluted shares of Hillenbrand common stockof approximately 72 million as of October 10, 2025, in each case as provided by Hillenbrand's management, this analysis indicated a range of implied equity values per share of Hillenbrand common stock, rounded to the nearest $0.05, of $28.55 to $53.20, compared to the Merger Consideration of $32.00 per share of Hillenbrand common stock.

4.

The disclosure in the section of the Definitive Proxy Statement entitled "Proposal 1: Approval of the Merger Agreement-Opinion of Hillenbrand's Financial Advisor-Summary of Evercore's Financial Analyses-Selected Public Company Trading Analysis" beginning on page 38 is amended to read in its entirety as follows:

Selected Public Company Trading Analysis

Evercore reviewed certain financial information of Hillenbrand and compared such financial information to corresponding financial multiples and ratios for the following selected publicly traded companies in the process equipment industry (the "Selected Public Process Equipment Companies"): listed in the table below.

Evercore also reviewed certain financial multiples and ratios of Hillenbrand and compared them to corresponding financial multiples and ratios for the selected publicly traded industrial companies with financial characteristics comparable to those of Hillenbrand (the "Selected Public Financial Characteristics Companies" and, together with the Selected Public Process Equipment Companies, the "Selected Companies"):listed in the table below.

For each of the Selected Companies, Evercore calculated total enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, plus after-tax unfunded pension liabilities and other post-employment benefit obligations, less investments in affiliates, less cash and cash equivalents ("TEV")) as a multiple of estimated next-twelve-months earnings before interest, taxes, depreciation and amortization but burdened with stock-based compensation expense ("NTM Adjusted EBITDA," and such multiple, "TEV / NTM Adjusted EBITDA") based on closing share prices as of October 10, 2025. Estimated financial data of the Selected Companies were based on publicly available research analysts' estimates.

This analysis indicated the following:

TEV / NTM Adjusted EBITDA		High		Low		Median
Selected Public Process Equipment Companies		15.0x		6.6x		12.2x
Selected Public Financial Characteristics Companies		11.7x		7.2x		8.2x

		Company		TEV / NTM Adjusted EBITDA
Selected Public Process Equipment Companies		Alfa Laval AB		13.8x
		Dover Corporation		12.2x
		GEA Group Aktiengesellschaft		11.8x
		JBT Corporation		13.9x
		Kadant Inc.		15.0x
		Krones Aktiengesellschaft		6.6x
		The Middleby Corporation		10.5x
Selected Public Financial Characteristics Companies		Helios Technologies, Inc.		11.7x
		Kennametal Inc.		7.2x
		Sulzer Ltd.		8.2x
		The Timken Company		8.5x
		Valmet Oyj		7.9x

Based on the multiples it derived for the Selected Companies and based on its professional judgment and experience, Evercore applied a TEV / NTM Adjusted EBITDA multiple reference range of 8.5x to 11.5x to Hillenbrand's fiscal year 2026 Adjusted EBITDA based on the Forecasts. Based on this range of implied TEVs and Hillenbrand's Net Debt & Other of $1,465 million and the number of fully diluted shares of Hillenbrand common stock of approximately 72 million as of October 10, 2025, in each case as provided by Hillenbrand's management, this analysis indicated a range of implied equity values per share of Hillenbrand common stock, rounded to the nearest $0.05, of $25.85 to $42.15, compared to the Merger Consideration of $32.00 per share of Hillenbrand common stock.

Although none of the Selected Companies is directly comparable to Hillenbrand, Evercore selected these companies because they are publicly traded process equipment companies or publicly traded industrial companies with financial characteristics comparable to those of Hillenbrand that Evercore, in its professional judgment and experience, considered generally relevant to Hillenbrand for purposes of Evercore's financial analyses. In evaluating the Selected Companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the Selected Companies and other matters, as well as differences in the Selected Companies' financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the Selected Companies and the multiples derived from the Selected Companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the Selected Companies.

5.

The disclosure in the section of the Definitive Proxy Statement entitled "Proposal 1: Approval of the Merger Agreement-Opinion of Hillenbrand's Financial Advisor-Summary of Evercore's Financial Analyses-Selected Transactions Analysis" beginning on page 39 is amended to read in its entirety as follows:

Selected Transactions Analysis

Evercore reviewed financial information related to selected transactions involving target companies in the industrial capital goods industry announced since 2012 (the "Selected Transactions") listed in the table below.The Selected Transactions, and the month and year each was announced, were as follows:

For each Selected Transaction, Evercore calculated the implied TEV as a multiple of last twelve-month adjusted EBITDA for the target company at the time of the announcement of the applicable transaction ("LTM Adjusted EBITDA") or as a multiple of the adjusted EBITDA figures that were either publicly available, obtained from the acquirer's investor presentation from the applicable transaction, or otherwise best reflected the recent earnings performance of the target company. Estimated financial data of the Selected Transactions were based on publicly available information at the time of announcement of the relevant transaction.

This analysis indicated the following:

Month and Year Announced		Acquiror		Target		TEV / Adjusted EBITDA
October 2024		Affiliates of Apollo Global Management, Inc.		Barnes Group Inc.		11.9x
January 2024		JBT Corporation		Marel hf.		15.2x
June 2023		Affiliates of KKR & Co. Inc.		CIRCOR International, Inc.		13.2x
May 2023		Hillenbrand, Inc.		Schenck Process Food and Performance Materials		10.7x
November 2022		Chart Industries, Inc.		Howden Group Holdings Ltd.		12.9x
December 2021		Affiliates of Lone Star Fund XI, L.P.		SPX FLOW, Inc.		16.9x
July 2019		Hillenbrand, Inc.		Milacron Holdings Corp.		10.4x
May 2019		KPS Capital Partners, LP		Howden Group Holdings Ltd.		9.0x
December 2017		Crown Holdings, Inc.		Signode Industrial Group Holdings (Bermuda) Ltd.		10.2x
January,2016		China National Chemical Corporation Ltd.		KraussMaffei Group GmbH		7.3x
March,2013		Affiliates of KKR & Co. Inc.		Gardner Denver, Inc.		8.4x
February,2013		Milacron LLC		Mold-Masters Limited		11.9x
October,2012		Hillenbrand, Inc.		Coperion Capital GmbH		9.0x
September,2012		Onex Corporation		KraussMaffei Group GmbH		5.7x

For each selected transaction, Evercore calculated the implied TEV as a multiple of last twelve-month adjusted EBITDA for the target company at the time of the announcement of the applicable transaction ("LTM Adjusted EBITDA") or as a multiple of the adjusted EBITDA figures that were either publicly available, obtained from the acquirer's investor presentation from the applicable transaction, or otherwise best reflected the recent earnings performance of the target company. Estimated financial data of the Selected Transactions were based on publicly available information at the time of announcement of the relevant transaction.

This analysis indicated the following:

Benchmark		High		Low		Mean		Median
LTM Adjusted EBITDA		16.9x		5.7x		10.9x		10.6x

Based on the multiples it derived from the Selected Transactions and based on its professional judgment and experience, Evercore selected a reference range of TEV to LTM Adjusted EBITDA multiples of 10.0x to 12.0x and applied this range of multiples to Hillenbrand's fiscal year 2025 adjusted EBITDA, based on the financial results provided by Hillenbrand's management. Based on the resulting range of implied TEVs, Hillenbrand's Net Debt & Otherof $1,465 million, and the number of fully diluted shares of Hillenbrand common stock of approximately 72 million as of October 10, 2025, in each case as provided by Hillenbrand's management, this analysis indicated a range of implied equity values per share of Hillenbrand common stock, rounded to the nearest $0.05, of $29.10 to $39.00, compared to the Merger Consideration of $32.00 per share of Hillenbrand common stock.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to Hillenbrand, and none of the Selected Transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to Hillenbrand for purposes of its financial analyses. In evaluating the Selected Transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the Selected Transactions and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the Selected Transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the Selected Transactions and the multiples derived from the Selected Transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the Selected Transactions.

6.	The disclosure in the section of the Definitive Proxy Statement entitled "Proposal 1: Approval of the Merger Agreement-Opinion of Hillenbrand's Financial Advisor-Other Factors-Illustrative Present Value of Future Share Price" on page 41 is amended to read in its entirety as follows:

Illustrative Present Value of Future Share Price

Evercore performed an illustrative analysis of the implied present value of the future price per share of Hillenbrand common stock, which is designed to provide an indication of the present value of a theoretical future value of a company's equity as a function of that company's estimated NTM Adjusted EBITDA and its assumed future TEV / NTM Adjusted EBITDA multiple.

In calculating the implied present value of the future price per share of Hillenbrand common stock, Evercore first calculated the implied future price per share of Hillenbrand common stock by multiplying the estimated fiscal year 2028 adjusted EBITDA based on the Forecasts by an illustrative TEV / NTM Adjusted EBITDA multiple range of 7.5x to 9.5x, which was selected based on Evercore's professional judgment and experience, to derive an implied future TEV reference range for Hillenbrand as of September 30, 2027. Based on this range of implied TEVs, Hillenbrand's estimated Net Debt & Otherof $1,465 million, and the number of fully diluted shares of Hillenbrand common stock projected to be 72.1 million as of September 30, 2027, based on the Forecasts, Evercore calculated a reference range of implied future equity values for Hillenbrand. Evercore then discounted the implied share price back to October 10, 2025, using discount rates ranging from 13.0% to 15.0%, which were based on an estimate of Hillenbrand's cost of equitybased on Evercore's application of the capital asset pricing model and factors that Evercore deemed relevant in its professional judgment and experience. This analysis indicated a range of implied equity values per share of Hillenbrand common stock, rounded to the nearest $0.05, of $33.35 to $46.95, compared to the Merger Consideration of $32.00 per share of Hillenbrand common stock.

7.	The disclosure in the section of the Definitive Proxy Statement entitled "Proposal 1: Approval of the Merger Agreement-Certain Financial Projections" is amended by modifying the sixth paragraph beginning on page 44 as follows:

The following summary of the Financial Projections sets forth the net revenue, adjusted EBITDA, adjusted EBITDA margin and unlevered free cash flow of Hillenbrand reflected in the Financial Projections for the fiscal years indicated, with dollars in millions:

			2026E				2027E				2028E				2029E				2030E
Net Revenue		$	2,425			$	2,654			$	2,913			$	3,076			$	3,262
Adjusted EBITDA(1)		$	391			$	472			$	573			$	627			$	689
Adjusted EBITDA margin(2)			16.1	%			17.8	%			19.7	%			20.4	%			21.1	%
Taxes		$	102			$	125			$	154			$	169			$	186
Capital expenditures		$	42			$	45			$	48			$	50			$	53
Change in net working capital		$	(18	)		$	36			$	(10	)		$	(5	)		$	(7	)
Unlevered free cash flow(3)		$	230			$	338			$	362			$	403			$	443

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