HNI Corp to acquire Kimball International for $9.00 cash plus 0.1301 HNI shares per share

HNI CORP

Merger consideration per Kimball share: $9.00 cash + 0.1301 HNI common shares.
HNI secured $440M bridge loan from Wells Fargo and U.S. Bank to finance the deal.
Termination fee: Kimball pays HNI $15.8M if terminated for a superior proposal; HNI pays $24.3M if it breaches.
Closing expected by Sept 2023 (extendable to Dec 2023) subject to Kimball shareholder and antitrust approvals.
HNI board unanimously approved the acquisition; Kimball will become a wholly-owned subsidiary.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

HNI CORP entered into Agreement and Plan of Merger with Kimball International, Inc. (effective 2023-03-07).

Action: entry
Agreement: merger
Counterparty: Kimball International, Inc.
Effective: 2023-03-07

Exact text from the filing

On March 7, 2023, HNI Corporation, an Iowa corporation (the “ Company ” or “ HNI ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Ozark Merger Sub, Inc., an Indiana corporation and a wholly-owned subsidiary of the Company (“ Merger Sub ”), and Kimball International, Inc., an Indiana corporation (“ Kimball ”).

View on SEC.gov

197 material agreements filed in the last 30 days. Browse all material agreements →

HNI CORP filing history →

Source: SEC EDGAR

accession 0000048287-23-000106

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.