| | Items 3 and 5 are incorporated by reference in this Item 4 as if fully set forth herein.
The purpose of the Mergers (as defined below) is for HNI to acquire control of, and the entire equity interest in, the Issuer.
Merger Agreement
On August 3, 2025, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with (i) HNI, (ii) Geranium Merger Sub I, Inc., a Michigan corporation and a direct wholly owned Subsidiary of HNI ("Merger Sub Inc."), and (iii) Geranium Merger Sub II, LLC, a Michigan limited liability company and a direct wholly owned Subsidiary of HNI ("Merger Sub LLC").
The Merger Agreement provides, among other things, that, on the terms and subject to the conditions set forth therein (i) Merger Sub Inc. will be merged with and into the Company (the "First Merger"), whereupon the separate existence of Merger Sub Inc. will cease, and the Company will continue as the surviving corporation of the First Merger and a direct wholly owned subsidiary of HNI and (ii) immediately after the First Merger, the Company will be merged with and into Merger Sub LLC (the "Second Merger," and, together with the First Merger, the "Mergers"), whereupon the separate existence of the Company will cease, and Merger Sub LLC will continue as the surviving entity of the Second Merger and a direct wholly owned subsidiary of HNI.
Merger Consideration
At the effective time of the First Merger (the "First Effective Time"), each share of Class A Common Stock, and each share of Class B common stock, no par value, of the Company (the "Class B Common Stock" and, collectively with Class A Common Stock, the "Common Stock"), to the extent issued and outstanding immediately prior to the First Effective Time (other than shares of Common Stock held directly by HNI, Merger Sub Inc. or Merger Sub LLC) will convert into, at the election of the holder thereof, the right to receive (the consideration such holder elects, subject to adjustment as described below, the "Merger Consideration"): (i) the combination (the "Mixed Consideration") of (a) 0.2192 shares of HNI common stock, par value $1.00 per share ("HNI Common Stock"), and (b) $7.20 in cash; (ii) an amount of cash (rounded to two decimal places) (the "Cash Consideration"), equal to the sum of (a) $7.20 and (b) the product obtained by multiplying 0.2192 by the volume-weighted average closing price (rounded to four decimal places) of one share of HNI Common Stock on the New York Stock Exchange for the 10 consecutive trading days ending on the second full trading day preceding the First Effective Time (the "HNI Common Stock Reference Price"); or (iii) a number of shares of HNI Common Stock (the "Stock Consideration") equal to the sum of (a) 0.2192 and (b) the quotient (rounded to four decimal places) obtained by dividing $7.20 by the HNI Common Stock Reference Price, in each case without interest and subject to any required tax withholding. The Merger Consideration to be paid to holders of Common Stock who do not make an election will be the Mixed Consideration. The Merger Consideration to be paid to holders of Common Stock electing to receive the Cash Consideration or the Stock Consideration in connection with the Mergers is subject, pursuant to the Merger Agreement, to automatic adjustment, as applicable, to ensure that the total amount of cash paid and the total number of shares of HNI Common Stock issued in the Mergers is the same as what would be paid and issued in the aggregate if all holders of Common Stock entitled to the Merger Consideration were to receive the Mixed Consideration at the First Effective Time. No fractional shares of HNI Common Stock will be issued in the Mergers, and holders of Common Stock will receive cash in lieu of any fractional shares of HNI Common Stock.
Treatment of Company Equity Awards
On the terms and subject to the conditions set forth in the Merger Agreement, at the First Effective Time, each outstanding Company equity and cash-based award will be treated as follows:
Restricted Stock Unit Awards. Each Vested Company RSU Award (as defined in the Merger Agreement) will be canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product obtained by multiplying (A) the number of shares of Common Stock subject to the Company RSU Award (as defined in the Merger Agreement) immediately prior to the First Effective Time by (B) the Cash Consideration; and each Unvested Company RSU Award (as defined in the Merger Agreement) will be assumed by HNI and converted into a restricted stock unit award that settles in an amount in cash (that accrues interest) and a number of shares of HNI Common Stock (rounded to the nearest whole share) that the holder would have received if the holder would have converted all of the Common Stock underlying the Unvested Company RSU Award based on an election to receive Mixed Consideration with the same terms and conditions as applied to such Unvested Company RSU Award immediately prior to the First Effective Time.
Deferred Restricted Stock Units. Each Company DSU Award (as defined in the Merger Agreement) will be canceled and converted into the right to receive an amount in cash (without interest other than as required pursuant to applicable plan terms and subject to applicable withholding taxes) equal to the product obtained by multiplying (A) the number of shares of Common Stock subject to the Company DSU Award immediately prior to the First Effective Time by (B) the Cash Consideration.
Performance Unit Awards. Each Company PSU Award (as defined in the Merger Agreement) will be assumed by HNI and converted into a restricted stock unit award that settles in an amount in cash (that accrues interest) and a number of shares of HNI Common Stock (rounded to the nearest whole share) that the holder would have received if the holder would have converted all of the Common Stock underlying the Company PSU Award based on an election to receive Mixed Consideration (with the performance-based vesting condition that applied to the Company PSU Award immediately prior to the First Effective Time deemed attained at the performance level determined by the Company board of directors in accordance with the Company's equity plan based on the Company's actual performance).
Cash-Based Awards. Each Company Cash-Based Award (as defined in the Merger Agreement) will be treated in accordance with the applicable award agreement and the Company's equity plan (with the performance-based vesting condition that applied to the Company Cash-Based Award immediately prior to the First Effective Time deemed attained at the performance level determined by the Company board of directors in accordance with the Company's equity plan based on the Company's actual performance, and accruing interest for the remainder of the performance period.
Cash Bonus Opportunity Awards. Each Company CBOA (as defined in the Merger Agreement) will be treated in accordance with the applicable award agreement and the Company's equity plan.
Representations and Warranties; Covenants
The Merger Agreement contains customary representations and warranties of both the Company, on one hand, and HNI, Merger Sub Inc. and Merger Sub LLC, on the other hand, and the parties have agreed to customary covenants, including, among others, relating to (i) the conduct of the Company's and HNI's businesses during the period between the execution of the Merger Agreement and the First Effective Time, (ii) the obligations of each of the Company and HNI to call a meeting of its respective shareholders and (iii) the Company's and HNI's respective non-solicitation obligations related to alternative business combination proposals.
The Merger Agreement provides for the Company, upon the conversion of shares of Class B Common Stock contemplated by the Pew Voting Agreement, which is described below, to take all further actions necessary or desirable to carry out the conversion of all Class B Common Stock into Class A Common Stock.
Under the Merger Agreement, each of the parties has agreed to use its reasonable best efforts to take such actions and do all things reasonably necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date (as defined below) and to cause the conditions to the Mergers under the Merger Agreement to be satisfied as promptly as reasonably practicable, including using reasonable best efforts to obtain as promptly as reasonably practicable all consents and approvals from any governmental authority or other person that are necessary, proper or advisable in connection with the consummation of the transactions contemplated by the Merger Agreement, subject to certain limitations, including with respect to divestitures and other restrictions, set forth in the Merger Agreement.
Governance
Pursuant to the Merger Agreement, at the First Effective Time, (i) the size of the board of directors of HNI will be increased by two to a total of twelve members and (ii) two members of the Company board of directors will be appointed to the board of directors of HNI.
Conditions to Completing the Mergers
The completion of the Mergers is subject to the satisfaction or waiver of certain customary conditions, including (a) the adoption of the Merger Agreement and the approval of the First Merger by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock entitled to vote thereon (the "Steelcase Shareholder Approval"), (b) approval of the issuance of HNI Common Stock (the "HNI Stock Issuance") in connection with the Mergers by the votes cast favoring the HNI Stock Issuance exceeding the votes cast opposing the HNI Stock Issuance, in each case, by the holders of the shares of HNI Common Stock, present in person or represented by proxy and entitled to vote (the "HNI Shareholder Approval"), (c) the shares of HNI Common Stock to be issued to holders of Common Stock in connection with the Mergers being approved for listing on the NYSE, subject to official notice of issuance, (d) the effectiveness of the registration statement to be filed by HNI with the U.S. Securities and Exchange Commission (the "SEC") in connection with the registration under the Securities Act of 1933, as amended, of the HNI Common Stock to be issued in the Mergers, (e) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the consummation of the Mergers, (f) the absence of an injunction or law prohibiting the Mergers, (g) the accuracy of the parties' respective representations and warranties, subject to standards of materiality set forth in the Merger Agreement, (h) material compliance by each party with its respective obligations under the Merger Agreement, and (i) the absence of a material adverse effect with respect to each of HNI and the Company.
Termination; Termination Fee
The Merger Agreement includes specified termination rights, including that the Merger Agreement may be terminated: (a) by the mutual written consent of each of HNI and the Company; (b) by either HNI or the Company if the consummation of the Mergers does not occur on or before May 4, 2026, subject to an automatic extension for up to three periods of three months under certain circumstances (such date, as may be so extended, the "Termination Date"); (c) by either HNI or the Company if there exists a law or final and nonappealable order prohibiting the Mergers; (d) by either HNI or the Company upon a failure to obtain the Steelcase Shareholder Approval or the HNI Shareholder Approval (in either case after a shareholder meeting is held for such purpose); (e) by either HNI or the Company in the event of a material uncured breach by the other party of its representations, warranties, covenants or other agreements under the Merger Agreement; (f) by the Company, prior to receipt of the Steelcase Shareholder Approval, to enter into a definitive agreement with respect to a Company Superior Proposal (as defined in the Merger Agreement) or by HNI, at any time prior to receipt of the HNI Shareholder Approval, to enter into a definitive agreement with respect to a Parent Superior Proposal (as defined in the Merger Agreement); and (g) by the Company in the event the HNI board of directors makes a Parent Adverse Recommendation Change (as defined in the Merger Agreement) or by HNI in the event the Steelcase board of directors makes a Company Adverse Recommendation Change (as defined in the Merger Agreement). The Merger Agreement provides for the payment by the Company to HNI of a termination fee of $67 million if the Merger Agreement is terminated in specified circumstances, and for payment by HNI to the Company of a termination fee of $71 million or $134 million, as applicable, if the Merger Agreement is terminated in specified circumstances.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 1 and is incorporated by reference.
Voting Agreements
In connection with the execution of the Merger Agreement, HNI on August 3, 2025 entered into a voting and support agreement (each, a "Voting Agreement," and together, the "Voting Agreements") with each of (1) Robert C. Pew III and Susan H. Taylor (the "Pew Voting Agreement") and (2) Jennifer C. Niemann. Each Voting Agreement provides, among other things, that the signatories thereto will cause the shares of Common Stock held by the respective shareholder(s) named therein to be voted in favor of the approval and adoption (as applicable) of the Merger Agreement and the transactions contemplated thereby and against specified types of alternative transactions and proposals with respect to the Company. Each Voting Agreement terminates upon the earliest to occur of (i) the First Effective Time, (ii) termination of the Merger Agreement, (iii) certain amendments to the Merger Agreement without the shareholder's prior consent or (iv) the mutual agreement of the parties thereto. The Pew Voting Agreement required, within 10 business days of the date of such Voting Agreement, the voluntary conversion of Class B Common Stock to Class A Common Stock, pursuant to the Company's Second Restated Articles of Incorporation, dated as of July 13, 2011, as amended (the "Articles"), in an amount of Class B Common Stock necessary to cause the automatic conversion of all Class B Common Stock pursuant to the Articles. Under each of the Voting Agreements, the shareholder parties are subject to restrictions on transfers of their shares of Common Stock without the prior written consent of HNI and to non-solicitation obligations and related restrictions related to alternative business combination proposals with respect to the Company. As of the date of the Voting Agreements, the Voting Agreements apply to shares of Common Stock accounting for approximately 5.4% of the number and voting power of outstanding shares of Common Stock after giving effect to the conversion of all of the outstanding Class B Common Stock to Class A Common Stock as contemplated by the Pew Voting Agreement. The foregoing description of each Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreements, which are attached as Exhibits 2 and 3 and are incorporated by reference.
Conversion
On August 8, 2025, in connection with the Merger Agreement, the Letter Agreement, dated August 3, 2025, between Robert C. Pew III and the Company and the Pew Voting Agreement, Robert C. Pew III converted 2,216,114 shares of Class B Common Stock into 2,216,114 shares of Class A Common Stock pursuant to the voluntary conversion procedure under the Articles, resulting in an Event of Automatic Conversion (as defined in the Articles) and the automatic conversion of all shares of Company Class B Common Stock into shares of Company Class A Common Stock on a one-for-one basis (the "Conversion"). After the Conversion, shares of Company Class B Common Stock that were converted into shares of Company Class A Common Stock will be retired and canceled. As of August 8, 2025, there were 114,717,466 shares of Company Class A Common Stock outstanding and no shares of Company Class B Common Stock outstanding.
Except as set forth in this Schedule 13D and in connection with the Mergers described above, HNI has no plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. |
