Current Report · Items 1.01, 9.01 · 8-K
STEELCASE INC
Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. In connection with the previously announced pending acquisition (the “Acquisition”) of Steelcase Inc., a Michigan corporation (the “Company” or “Steelcase”), by HNI Corporation, an Iowa corporation (“HNI”), HNI is offering to exchange (the “Exchange Offer”) any and all outstanding 5.125% Senior Notes due 2029 (the “Existing Steelcase Notes” as…
Filed Oct 10, 2025Accepted Oct 10, 2025, 4:31 AM EDTCIK 1050825Accession 0001193125-25-236442
Company context
Steelcase Inc. (NYSE: SCS) is a global design and thought leader in the world of work. Steelcase’s purpose is to help the world work better. Along with more than 30 creative and technology partner brands, Steelcase researches, designs and manufactures furnishings and solutions for many of the places where work happens - including offices, homes and learning and health environments. Together with its 11,300 employees, Steelcase is working toward better futures for the wellbeing of people and the planet. Steelcase’s solutions come to life through its global community of expert Steelcase dealers in approximately 790 locations, store.steelcase.com and other retail partners. For more information, visit Steelcase.com.
Disclosure sections
Items 1.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
In connection with the previously announced pending acquisition (the “Acquisition”) of Steelcase Inc., a Michigan corporation (the “Company” or “Steelcase”), by HNI Corporation, an Iowa corporation (“HNI”), HNI is offering to exchange (the “Exchange Offer”) any and all outstanding 5.125% Senior Notes due 2029 (the “Existing Steelcase Notes” as issued by Steelcase and held by eligible holders), for up to $450,000,000 aggregate principal amount of new notes to be issued by HNI, pursuant to the terms and conditions set forth in HNI’s confidential offering memorandum and consent solicitation statement, dated September 26, 2025 (“Consent Solicitation”).
In conjunction with the Exchange Offer, HNI, on behalf of the Company, solicited consents from eligible holders of the Existing Steelcase Notes (“Consents”) to adopt certain proposed amendments to the Indenture, dated as of August 7, 2006, between the Company and J.P. Morgan Trust Company, National Association, as trustee, governing the Existing Steelcase Notes, as amended and supplemented (the “Existing Steelcase Indenture”), and the Existing Steelcase Notes to eliminate certain covenants and restrictive provisions from the Existing Steelcase Indenture and the Existing Steelcase Notes (the “Proposed Amendments”). HNI received the Consents required to adopt the Proposed Amendments.
On October 9, 2025, the Company entered into a First Supplemental Indenture, dated as of October 9, 2025 (the “Supplemental Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as successor in interest to J.P. Morgan Trust Company, National Association (the “Trustee”), to the Existing Steelcase Indenture, giving effect to the Proposed Amendments.
The Supplemental Indenture is effective and constitutes a binding agreement between the Company and the Trustee. However, the Proposed Amendments will not become operative until the settlement date for the Exchange Offer and the Consent Solicitation, which is expected to be within five business days after the expiration date of the Exchange Offer of 5:00 p.m., New York City time, on October 27, 2025, unless extended by HNI. The Company has been advised that, in the event that the consummation of the Acquisition is not anticipated to occur on or before such date, for any reason, HNI anticipates extending the expiration date until such time that the Acquisition may be consummated on or before the settlement date.
The Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Filed exhibits (1)
EX-4.1 (by filename) d225004dex41.htmEX-4.1
2
d225004dex41.htm
EX-4.1
EX-4.1
Exhibit 4.1
STEELCASE INC.
Issuer
AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(successor in interest to J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION)
as Trustee
FIRST SUPPLEMENTAL
INDENTURE
Dated as of
October 9, 2025
Senior Debt
Securities
FIRST SUPPLEMENTAL INDENTURE, dated as of October 9, 2025, between Steelcase Inc., a
Michigan corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (the “Trustee”), which amends and supplements
the Indenture, dated as of August 7, 2006, between Steelcase and J.P. Morgan Trust Company, National Association, as trustee (the “Base Indenture” and, as amended and supplemented, the “Indenture”).
WHEREAS, the Company and the Trustee are party to the Base Indenture relating to the Notes (as defined below);
WHEREAS, pursuant to an Officers’ Certificate of the Company dated January 18, 2019, the Company has previously issued $450,000,000
in aggregate principal amount of its 5.125% Senior Notes due 2029 (the “Notes”), all of which remain outstanding on the date of this First S…
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