Core Viewpoint - HNI Corporation has announced a definitive agreement to acquire Steelcase, Inc. in a cash and stock transaction, which includes an exchange offer for existing Steelcase notes [1]. Group 1: Acquisition Details - The acquisition of Steelcase is structured as a cash and stock transaction [1]. - HNI has initiated an offer to exchange up to $450 million of existing Steelcase notes for new HNI notes [1]. - As of October 9, 2025, HNI received consents from holders representing 77.83% of the existing Steelcase notes [2]. Group 2: Exchange Offer and Consent Solicitation - The withdrawal deadline for the exchange offer expired on October 9, 2025, and holders can no longer withdraw their notes [3]. - HNI has received sufficient consents to amend the existing Steelcase indenture, which will become operative upon the settlement date of the exchange offer [4]. - Eligible holders who tender their existing Steelcase notes by the early tender date will receive $1,000 principal amount of new HNI notes plus a consent payment of $2.50 in cash [6]. Group 3: Financial Terms - For each $1,000 principal amount of existing Steelcase notes tendered by the early tender date, holders will receive a total exchange consideration of $1,000 in new HNI notes and a cash payment [6]. - After the early tender date, holders will receive $970 principal amount of new HNI notes without the consent payment [6]. - The total amount of existing Steelcase notes outstanding is $450 million, with $350.23 million tendered by the early tender date, representing 77.83% [7]. Group 4: Settlement and Timing - The settlement date for the exchange offer is expected to occur within five business days after the expiration date [10]. - HNI may extend the expiration date if the acquisition is not expected to close by the anticipated settlement date [10]. Group 5: Company Background - HNI Corporation has been in operation for over 75 years, focusing on workplace furnishings and residential building products [14]. - The company operates under two segments: Workplace Furnishings and Residential Building Products, with a strong market presence in both areas [14].