HNI to Acquire Steelcase in $2.2 Billion Deal

HNI Corporation has agreed to acquire Steelcase for $2.2 billion in a cash and stock transaction. Steelcase shareholders will receive $7.20 in cash and 0.2192 shares of HNI common stock for each share held. The acquisition aims to strengthen HNI's position in the furniture industry and expand its product offerings.

HNI Corporation (NYSE: HNI) has agreed to acquire Steelcase Inc. (NYSE: SCS) for approximately $2.2 billion in a cash and stock transaction. The deal, announced on August 3, 2025, will see Steelcase shareholders receive $7.20 in cash and 0.2192 shares of HNI common stock for each share they own. The acquisition aims to strengthen HNI's position in the furniture industry and expand its product offerings.

Under the terms of the agreement, the implied per share purchase price is $18.30, based on HNI's closing share price of $50.62 on August 1, 2025. This valuation reflects a multiple of approximately 5.8x TTM Adjusted EBITDA for Steelcase, inclusive of run-rate cost synergies of $120 million. Upon closing, HNI shareholders will own approximately 64% and Steelcase shareholders will own approximately 36% of the combined company.

The acquisition brings together two respected companies with complementary strengths. HNI's geographic footprint and dealer networks are highly complementary to Steelcase's, bolstering the combined company's ability to serve more customers across diverse industry segments. The combined company will have pro forma annual revenue of approximately $5.8 billion, pro forma Adjusted EBITDA of approximately $745 million, and 2.1x net leverage. These metrics are based on each company's respective last reported 12-month results and are inclusive of annual run-rate synergies. Net leverage is expected to return to pre-acquisition levels within 18-24 months.

HNI and Steelcase share a deep commitment to respecting people, protecting the planet, operating with excellence, and acting with integrity. The combined company will bring together the strengths of both HNI and Steelcase to create new career growth opportunities for team members, deliver more value for customers, and further support and invest in the communities where they operate. Following the close of the transaction, the combined company will continue to be led by Jeffrey Lorenger, HNI's Chairman, President, and Chief Executive Officer. 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.

The transaction is expected to close by the end of calendar year 2025, 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. In support of the transaction, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. have executed a commitment letter to provide committed financing to HNI, subject to the terms and conditions therein. Advisors J.P. Morgan Securities LLC is serving as exclusive financial advisor to HNI, and Davis Polk & Wardwell LLP is serving as legal counsel. Goldman Sachs & Co. LLC and BofA Securities are serving as financial advisors to Steelcase, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel.

References:
[1] https://www.businesswire.com/news/home/20250803292459/en/HNI-Corporation-to-Acquire-Steelcase-Inc.