HNI Commences Exchange Offer And Consent Solicitation In Cash-And-Stock Acquisition Of Steelcase; Launches $450M Exchange Offer For All Outstanding 5.125% Steelcase Notes Due 2029 As Part Of Merger Financing

Author: Benzinga Newsdesk | September 26, 2025 02:48pm

On August 4, 2025, HNI Corporation (NYSE:HNI, "HNI" or "the Corporation"))) announced a definitive agreement to acquire Steelcase, Inc. (NYSE:SCS, "Steelcase"))) in a cash and stock transaction (the "Acquisition"). The companies' complementary brand portfolios, dealer networks, and industry segments are expected to enhance customer reach and enable the combined company to accelerate strategic initiatives to better serve customers and drive long-term profitable growth. On a pro forma basis, the combined company had net sales of approximately $5.7 billion for the year ended December 28, 2024. HNI is targeting for the Acquisition to close in the fourth quarter of the calendar year 2025. The consummation of the Acquisition is subject to the satisfaction of customary closing conditions, but is not subject to the completion of the Exchange Offer or Consent Solicitation or a financing condition.

In connection with the Acquisition, HNI today announced the commencement of an offer to exchange (the "Exchange Offer") any and all outstanding 5.125% Notes due 2029 (the "Existing Steelcase Notes"), as issued by Steelcase, for up to $450,000,000 aggregate principal amount of new notes to be issued by HNI (the "New HNI Notes"), as set forth in the table below. The New HNI Notes will be guaranteed by certain subsidiaries of the combined company. Each New HNI Note issued in the Exchange Offer for a validly tendered Existing Steelcase Note will have an interest rate and maturity date that is identical to the interest rate and maturity date of the tendered Existing Steelcase Note, as well as identical interest payment dates and optional redemption prices.

Posted In: HNI SCS