HNI Corporation Commences Exchange Offer and Consent Solicitation

Core Viewpoint - HNI Corporation has announced a definitive agreement to acquire Steelcase, Inc. in a cash and stock transaction, aiming to enhance customer reach and drive long-term profitable growth through their complementary brand portfolios and dealer networks [1]. Group 1: Acquisition Details - The acquisition is expected to close in the fourth quarter of 2025, subject to customary closing conditions [1]. - On a pro forma basis, the combined company had net sales of approximately $5.7 billion for the year ended December 28, 2024 [1]. Group 2: Exchange Offer - HNI has commenced an offer to exchange any outstanding 5.125% Notes due 2029 issued by Steelcase for up to $450 million aggregate principal amount of new notes to be issued by HNI [2]. - The New HNI Notes will have identical interest rates and maturity dates as the Existing Steelcase Notes [2]. Group 3: Financial Terms - Eligible holders of Existing Steelcase Notes can receive a Consent Payment of $2.50 per $1,000 principal amount, along with an Exchange Consideration of $970 for each $1,000 principal amount of New HNI Notes [3][9]. - The Total Exchange Consideration includes the Consent Payment and Early Tender Payment, which is $1,000 for each $1,000 principal amount of Existing Steelcase Notes [3][9]. Group 4: Consent Solicitation - HNI is soliciting consents to amend the Steelcase indenture to eliminate certain covenants and restrictive provisions [6]. - Eligible holders must validly deliver their related consents to receive the Consent Payment [4][7]. Group 5: Guarantors and Security - The New HNI Notes will be guaranteed by various subsidiaries of the combined company and will be secured by substantially all tangible and intangible assets [12]. - The New HNI Notes will rank equally in right of payment with existing and future indebtedness that is not subordinated [12]. Group 6: Conditions and Timeline - The consummation of the acquisition is conditioned upon shareholder approvals, antitrust approvals, and other customary closing conditions [14]. - The Exchange Offer and Consent Solicitation will expire on October 27, 2025, unless extended [8][10].