Item 1.01. Entry into a Material Definitive Agreement.
On the Closing Date, the Company entered into a Credit Agreement (the "Credit
Agreement") by and among the Company, the lenders and other parties party
thereto,
Proceeds of the loans borrowed under the Senior Facilities on the Closing Date
were used to fund, in part, the transactions contemplated by the Merger
Agreement, including the consummation of the Merger, the repayment in full of
the Existing Credit Facility and Existing Private Placement Notes (each as
defined below) and certain of Knoll's existing indebtedness, and to pay related
fees and expenses. As of the Closing Date, the Revolving Credit Facility had
outstanding borrowings in an aggregate principal amount of
The Senior Facilities are guaranteed by each of the Company's wholly owned domestic subsidiaries, including Knoll and its subsidiaries, and are secured by substantially all assets of the Company and of each subsidiary guarantor, in each case subject to certain exceptions.
Borrowings under the Senior Facilities bear interest at a rate per annum equal to, at the Company's option, either a LIBO rate (subject to a 0.00% floor) or a base rate, in each case plus an applicable margin of, initially, (i) in the case of borrowings under the Term Loan A Facility, 1.50% for LIBOR loans and 0.50% for base rate loans, (ii) in the case of borrowings under the Term Loan B Facility, 2.00% for LIBOR loans and 1.00% for base rate loans and (iii) in the case of borrowings under the Revolving Credit Facility, 1.50% for LIBOR loans and 0.50% for base rate loans. The applicable margin for borrowings under each of the Senior Facilities varies depending on the Company's first lien secured net leverage ratio. The Company is also required to pay a commitment fee initially equal to 0.20% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The commitment fee under the Revolving Credit Facility varies depending on the Company's first lien secured net leverage ratio.
The Term Loan A Facility matures on the five-year anniversary of the Closing Date and amortizes in equal quarterly installments starting with the first full fiscal quarter after the Closing Date, of (i) for the first eight full fiscal quarters following the Closing Date, 1.25% of the initial principal amount, (ii) for the next four fiscal quarters, 1.875% of the initial principal amount and (iii) thereafter, 2.5% of the initial principal amount. The Term Loan B Facility matures on the seven-year anniversary of the Closing Date and amortizes in equal quarterly installments, starting with the first full fiscal quarter after the Closing Date, of 0.25% of the initial principal amount. The Revolving Credit Facility matures on the five-year anniversary of the Closing Date. In addition, the Company is required to prepay outstanding loans under the Term Loan B Facility, subject to certain exceptions, with up to 50% of the Company's annual excess cash flow, as defined under the Credit Agreement, and outstanding loans under the Term Loan A Facility and the Term Loan B Facility, subject to certain exceptions, with up to 100% of the net cash proceeds of certain recovery events and non-ordinary course asset sales (which percentages vary depending on the Company's first lien secured net leverage ratio).
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The Company may generally prepay outstanding loans under the Senior Facilities at any time, without prepayment premium or penalty, subject to customary "breakage" costs with respect to LIBOR loans. Prepayments of the Term Loan B Facility in connection with certain "repricing events" resulting in a lower yield occurring at any time during the first six months after the Closing Date must be accompanied by a 1.00% prepayment premium.
The Term Loan A Facility and Revolving Credit Facility require that the Company . . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
At the effective time of the Merger (the "Effective Time"), each share of common
stock of Knoll, par value
The issuance of shares of Company Common Stock in connection with the Merger was
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to the Company's registration statement on Form S-4 (File No.
333-256401), declared effective by the
The foregoing description of the Merger Agreement, the Stock Purchase Agreement
and the transactions contemplated thereby, including the Merger, is not complete
and is subject to and qualified in its entirety by reference to the Merger
Agreement, a copy of which was filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K, filed with the
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. Such information shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events. Press Release
On the Closing Date, the Company issued a press release announcing the closing of the Merger, a copy of which is attached as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
Indebtedness
On the Closing Date, the Company prepaid all revolving loans outstanding under
and terminated its Fifth Amended and Restated Credit Agreement, dated as of
In addition, on the Closing Date, the Company prepaid all
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Financial statements of the acquired business are not included in this Current Report on Form 8-K. Such financial statements will be filed by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
Pro forma financial information relative to the acquired business is not included in this Current Report on Form 8-K. Such pro forma financial information will be filed by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
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(d) Exhibits.
Exhibit Number Exhibit Description 2.1* Agreement and Plan of Merger, dated as ofApril 19, 2021 , by and amongHerman Miller, Inc. ,Heat Merger Sub, Inc. and Knoll, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onApril 22, 2021 ) 2.2 Stock Purchase Agreement, dated as ofApril 19, 2021 , by and amongHerman Miller, Inc. andFurniture Investments Acquisitions S.C.S. (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed with theSEC onApril 22, 2021 ) 10.1* Credit Agreement, dated as ofJuly 19, 2021 , by and amongHerman Miller, Inc. , the lenders and other parties party thereto andGoldman Sachs Bank USA andWells Fargo Bank, National Association , as administrative agents, andGoldman Sachs Bank USA , as collateral agent 99.1 Press Release, datedJuly 19, 2021 , issued byHerman Miller, Inc. 99.2 Press Release, datedJuly 20, 2021 , issued byHerman Miller, Inc. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K, and the Company agrees to furnish supplementally to the
copy of any omitted exhibits or schedules upon request; provided that the
Company may request confidential treatment pursuant to Rule 24b-2 of the
Exchange Act.
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