Steelcase and HNI enter agreement to amend senior notes in pending acquisition

Published 10/10/2025, 13:44
Steelcase and HNI enter agreement to amend senior notes in pending acquisition

Steelcase Inc. (NYSE:SCS) announced Thursday it has entered into a supplemental indenture as part of its pending acquisition by HNI Corporation. According to a press release statement based on a recent SEC filing, the agreement relates to the exchange of Steelcase’s outstanding 5.125% Senior Notes due 2029.

HNI is offering to exchange any and all of the existing Steelcase notes for up to $450 million in new notes to be issued by HNI, under the terms outlined in HNI’s confidential offering memorandum and consent solicitation statement dated September 26, 2025. As part of this process, HNI solicited and received the necessary consents from eligible holders of the existing Steelcase notes to adopt proposed amendments to the original indenture governing the notes.

The amendments will remove certain covenants and restrictive provisions from both the indenture and the notes. The supplemental indenture, signed October 9, 2025, between Steelcase and The Bank of New York Mellon Trust Company, N.A., as trustee, gives effect to these proposed changes. While the supplemental indenture is now effective and binding, the amendments will not become operative until the settlement date for the exchange offer and consent solicitation. This settlement is expected within five business days after the exchange offer’s current expiration date of 5:00 p.m. New York City time on October 27, 2025, unless extended by HNI.

If the acquisition is not expected to be completed by that date, HNI may extend the expiration of the exchange offer until the transaction can be finalized. The supplemental indenture has been filed as an exhibit to the current report on Form 8-K. For deeper insights into Steelcase’s financial health and detailed analysis of this transaction’s implications, investors can access comprehensive research and additional ProTips through InvestingPro, which offers exclusive access to advanced financial metrics and expert analysis for over 1,400 US stocks.

This information is based on a press release statement and details disclosed in a recent SEC filing.

In other recent news, Steelcase Inc . reported its second-quarter earnings for fiscal year 2026, surpassing analysts’ expectations with an earnings per share of $0.45, compared to the forecasted $0.37. The company also reported revenue of $897 million, exceeding predictions of $873.6 million. Meanwhile, HNI Corporation announced the commencement of an exchange offer for all outstanding Steelcase 5.125% Notes due 2029, as part of its planned acquisition of the office furniture maker. This offer allows holders of Steelcase notes to swap their holdings for new HNI notes with identical terms. HNI is providing $1,000 in principal amount of new notes plus a $2.50 cash consent payment for each $1,000 of Steelcase notes tendered by the early deadline of October 9. These developments highlight significant corporate maneuvers and financial results for both companies.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.

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