HNI begins exchange offer for Steelcase notes ahead of acquisition

HNI Corporation (NYSE: HNI) announced the commencement of an exchange offer for all outstanding Steelcase Inc. (NYSE: SCS) 5.125% Notes due 2029, offering up to $450 million in new HNI notes in connection with its planned acquisition of Steelcase.

The exchange offer allows holders of existing Steelcase notes to receive new HNI notes with identical interest rates and maturity dates. For each $1,000 principal amount of Steelcase notes tendered, holders will receive $970 in new HNI notes plus a $30 early tender payment and $2.50 consent payment if submitted by the October 9 early tender deadline.

HNI is simultaneously conducting a consent solicitation to amend the Steelcase indenture governing the existing notes, seeking to eliminate certain covenants and restrictive provisions. The exchange offer and consent solicitation will expire October 27, unless extended.

The new HNI notes will be guaranteed by multiple HNI subsidiaries and secured by substantially all tangible and intangible assets of HNI and the guarantors on a first-lien basis, ranking equally with HNI's senior credit facilities.

HNI announced in August its definitive agreement to acquire Steelcase in a cash and stock transaction. The combined company would have had pro forma net sales of approximately $5.7 billion for the year ended December 28, 2024. HNI targets closing the acquisition in the fourth quarter of 2025, subject to customary closing conditions including shareholder and antitrust approvals.

The exchange offer and consent solicitation are contingent upon the completion of the Steelcase acquisition. Only qualified institutional buyers and certain non-U.S. persons are eligible to participate in the offer.

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