On August 4, 2025, HNI Corporation (HNI) announced a definitive agreement to acquire Steelcase (SCS) in a cash and stock transaction. In connection with the Acquisition, HNI previously announced the commencement of an offer to exchange any and all outstanding 5.125% Notes due 2029, as issued by Steelcase, for up to $450,000,000 aggregate principal amount of new notes to be issued by HNI. HNI announced that it has received consents from Eligible Holders representing 77.83% in principal amount of the Existing Steelcase Notes pursuant to HNI’s previously announced offer to exchange any and all outstanding Existing Steelcase Notes for New HNI Notes and related solicitation of consents 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 and the Existing Steelcase Notes. The withdrawal deadline for the Exchange Offer expired at 5:00 p.m., New York City time, on October 9, 2025 and has not been extended.
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