HNI Corporation Announces Expiration and Final Results of Exchange Offer

MUSCATINE, Iowa, Dec. 05, 2025 (GLOBE NEWSWIRE) -- On August 4, 2025, HNI Corporation (NYSE: HNI; “HNI”) announced a definitive agreement to acquire Steelcase, Inc. (NYSE: SCS; “Steelcase”) in a cash and stock transaction (the “Acquisition”). In connection with the Acquisition, HNI previously announced the commencement of an offer to exchange 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”).

HNI today announced the expiration and final results of the previously announced (A) offer to exchange (the “Exchange Offer”) any and all outstanding Existing Steelcase Notes for New HNI Notes and (B) related solicitation of consents (the “Consent Solicitation”) from the Eligible Holders of the Existing Steelcase Notes to, among other things, eliminate certain covenants and restrictive provisions from the Steelcase indenture dated August 7, 2006, governing the Existing Steelcase Notes (as amended and supplemented, the “Existing Steelcase Indenture”) and the Existing Steelcase Notes (the “Proposed Amendments”).

On the early tender date and consent revocation deadline of October 9, 2025, HNI received consents sufficient to amend the Existing Steelcase Indenture to effectuate the Proposed Amendments. The supplemental indenture to the Existing Steelcase Indenture was executed on October 9, 2025 in order to effect the Proposed Amendments (the “Existing Steelcase Notes Supplemental Indenture”). The Existing Steelcase Notes Supplemental Indenture will become operative only upon the settlement date for the Exchange Offer and the Consent Solicitation. The Exchange Offer expired at 5:00 p.m., New York City time, on December 5, 2025 (the “Expiration Date”), and no tenders submitted after the Expiration Date are valid.

The Exchange Offer and Consent Solicitation was made subject to the satisfaction of certain conditions, including among other things, the consummation of the Acquisition. On December 5, 2025, at their respective special meetings, the requisite majorities of shareholders of HNI and Steelcase voted in favor of approving the Acquisition. The Acquisition is expected to close on December 10, 2025. All other conditions set forth in the Exchange Offer Memorandum and Consent Solicitation Statement dated September 26, 2025 (the “Statement”) have been satisfied. The settlement of the Exchange Offer and Consent Solicitation is expected to occur on December 10, 2025.