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SCS-News
SCS-Events
HNI Corporation Reveals Outcomes of Initial Participation in Exchange Offer
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.
Steelcase announces Q2 adjusted EPS of 45 cents, surpassing consensus estimate of 37 cents.
Reports Q2 revenue $897.1M, consensus $873.6M. Orders grew 6% in the second quarter compared to the prior year. "Our second quarter revenue and order growth was led by continued strengthening of demand from our large corporate customers," said Sara Armbruster, president and CEO. "Business leaders are making investments in their workplaces as they bring their employees together, and they are turning to Steelcase for research-driven solutions that support connection, creativity and performance."
HNI Corporation to acquire Steelcase for $2.2B
HNI Corporation (HNI) and Steelcase (SCS) announced that they have entered into a definitive agreement under which HNI will acquire Steelcase in a cash and stock transaction, with a total consideration of approximately $2.2B to Steelcase common shareholders. Under the terms of the agreement, Steelcase shareholders will receive $7.20 in cash and 0.2192 shares of HNI common stock for each share of Steelcase they own. The implied per share purchase price of $18.30 is based on HNI's closing share price of $50.62 on Friday, August 1, reflecting a valuation multiple at transaction close for Steelcase of approximately 5.8x TTM adjusted EBITDA, inclusive of run-rate cost synergies of $120M. Upon closing, HNI shareholders will own approximately 64% and Steelcase shareholders will own approximately 36% of the combined company. Following the close of the transaction, the combined company will continue to be led by Jeffrey Lorenger, HNI's chairman, president, and CEO. HNI will continue to operate its corporate headquarters in Muscatine, Iowa, and Steelcase will maintain its headquarters in Grand Rapids, Michigan. HNI will maintain the Steelcase brand following the transaction's close. In addition, post-closing, HNI's board of directors will expand from 10 directors to 12, to include two of Steelcase's current independent board members. The transaction, which is expected to close by the end of calendar year 2025, is subject to approval by HNI and Steelcase shareholders, the receipt of required regulatory clearances, and the satisfaction of other customary closing conditions. Certain shareholders of Steelcase have entered into a voting agreement to vote in favor of the transaction at the special meeting of Steelcase shareholders to be held in connection with the transaction.
Steelcase falls -6.4%
Steelcase is down -6.4%, or -68c to $9.94.
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