8-K
filed June 1, 2023, 7:59 PM ET
CIK 0000055772
M&A
confidence high
sentiment neutral
materiality 1.00
KIMBALL INTERNATIONAL INC: M&A transaction — HNI completes acquisition of Kimball International for $9.00 cash + 0.1301 HNI shares per KBAL share
KIMBALL INTERNATIONAL INC
- Shareholders approved merger on May 31, 2023; transaction closed June 1, 2023.
- Each KBAL share converted into $9.00 cash and 0.1301 HNI shares.
- Pro forma combined revenue ~$3B and EBITDA ~$305M including $25M expected synergies within 3 years.
- Kimball directors and most officers ceased; five officers remain with Kimball International as subsidiary.
- KBAL shares delisted from NASDAQ; Kimball to deregister with SEC.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
KIMBALL INTERNATIONAL INC: Amended and restated bylaws in connection with the Merger (effective 2023-06-01).
- Change
- bylaw amendment
- Effective
- 2023-06-01
Exact text from the filing
At the Effective Time, in connection with the consummation of the Merger, Kimball’s Articles of Incorporation and bylaws were each amended and restated in their entirety to be in the respective forms prescribed by the Merger Agreement.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
KIMBALL INTERNATIONAL INC: Amended and restated articles of incorporation in connection with the Merger (effective 2023-06-01).
- Change
- charter amendment
- Effective
- 2023-06-01
Exact text from the filing
At the Effective Time, in connection with the consummation of the Merger, Kimball’s Articles of Incorporation and bylaws were each amended and restated in their entirety to be in the respective forms prescribed by the Merger Agreement.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
KIMBALL INTERNATIONAL INC underwent a change of control involving HNI Corporation for $9.00 in cash and 0.1301 of a share of HNI common stock (closed 2023-06-01).
- Action
- change of control
- Counterparty
- HNI Corporation
- Consideration
- $9.00 in cash and 0.1301 of a share of HNI common stock
- Closing
- 2023-06-01
Exact text from the filing
Indiana law, and (d) certain shares of Common Stock subject to long-term incentive awards) was converted automatically into the right to receive an amount of cash equal to $9.00 (the “cash consideration”), and 0.1301 of a validly issued, fully paid and nonassessable share of HNI common stock (the “exchange ratio”), and cash in lieu of fractional shares,
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
KIMBALL INTERNATIONAL INC terminated Credit Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (effective 2023-06-01).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent
- Effective
- 2023-06-01
Exact text from the filing
On June 1, 2023, Kimball terminated all outstanding commitments, other than obligations relating to certain continuing letters of credit (the “Continuing Letters of Credit”), under the Amended and Restated Credit Agreement, dated as of October 24, 2019 (as amended from time to time, the “Credit Agreement”), by and among Kimball, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
KIMBALL INTERNATIONAL INC shareholders approved Adopt the Merger Agreement and approve the merger of Merger Sub with and into Kimball at the 2023-05-31 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-05-31
Exact text from the filing
The Merger Proposal received the following votes: For Against Abstain 25,247,828 323,938 268,510 Based on the votes set forth above, the shareholders approved the Merger Proposal.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
KIMBALL INTERNATIONAL INC shareholders approved Approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Kimball's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement at the 2023-05-31 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-31
Exact text from the filing
The Non-Binding Advisory Compensation Proposal received the following votes: For Against Abstain 21,113,793 1,307,470 3,419,013 Based on the votes set forth above, the shareholders approved the Non-Binding Advisory Compensation Proposal.
View on SEC.gov
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