HNI $2.2 billion acquisition of Steelcase

Davis Polk is advising HNI Corporation on its $2.2 billion cash and stock acquisition of Steelcase Inc. 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 transaction is expected to close by the end of 2025, subject to approval by HNI and Steelcase shareholders, the receipt of required regulatory clearances and the satisfaction of other customary closing conditions.

HNI Corporation has been improving where people live, work and gather for more than 75 years. HNI is a manufacturer of workplace furnishings and residential building products, operating under two segments. The Workplace Furnishings segment is a leading global designer and provider of commercial furnishings, going to market under multiple unique brands. The Residential Building Products segment is the nation’s leading manufacturer and marketer of hearth products, which include a full array of gas, electric, wood and pellet-burning fireplaces, inserts, stoves, facings and accessories.

Steelcase is a global design and thought leader in the world of work. For over a century, the company has designed, manufactured and partnered with leading organizations to deliver a broad range of furnishings and solutions for the many places where work happens – including offices, homes, and learning and health environments. With a team of 11,300 employees, Steelcase’s offerings are brought to life through a global community of expert dealers across approximately 790 locations, store.steelcase.com and other retail partners.

The Davis Polk corporate team includes partners James P. Dougherty and Shanu Bajaj and associate Alexander J. Yang. Partner Adam Kaminsky is providing executive compensation advice. Partner Christopher Nairn-Kim is providing finance advice. Partner Hillary A. Coleman is providing capital markets advice. Partner Frank Azzopardi is providing intellectual property advice. Partner William A. Curran is providing tax advice. Partners Nathaniel L. Asker and Matthew Yeowart are providing antitrust and competition advice. Members of the Davis Polk team are based in the New York, Washington DC and London offices.