Item 1.01 Entry into a Material Definitive Agreement Merger Agreement



On November 4, 2020, Kimball International, Inc. (the "Company"), entered into
an Agreement and Plan of Merger (the "Merger Agreement"), by and among the
Company, Project Fifth Gear Merger Corp., a Delaware corporation and
wholly-owned subsidiary of the Company ("Merger Sub"), Poppin, Inc., a Delaware
corporation ("Poppin"), and Fortis Advisors LLC, as the Stockholders'
Representative.

The Merger Agreement provides, among other things, that upon the terms and
subject to the conditions set forth in the Merger Agreement, Merger Sub will be
merged with and into Poppin, with Poppin continuing as the surviving corporation
and a wholly-owned subsidiary of the Company (the "Merger"). In addition, the
Merger Agreement contains customary representations, warranties and covenants
from each of the parties. The Merger Agreement also provides customary
termination rights for each of the parties, and the closing of the transactions
contemplated by the Merger Agreement is subject to customary closing conditions,
which the Company expects will be satisfied promptly following its announcement
of the Merger Agreement.

The total consideration to be paid in connection with the Merger is
approximately $110 million in cash at the closing of the Merger, subject to
customary purchase price adjustments as provided in the Merger Agreement, and
potential earn-out payments of up to an additional $70 million in cash, subject
to meeting certain financial targets as provided in the Merger Agreement. The
Merger is not subject to any financing condition. A portion of the Merger
consideration will be held in escrows to serve as security for customary
post-closing purchase price adjustments as provided for in the Merger Agreement.
Concurrently with the execution of the Merger Agreement, certain members of
Poppin's management team have entered into employment agreements with the
Company, which will become effective upon consummation of the Merger.

The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement, a copy of which
is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The
above description of the Merger Agreement is not intended to provide any other
factual information about the Company, Poppin or their respective subsidiaries
or affiliates. The representations, warranties and covenants contained in the
Merger Agreement were made only for purposes of the Merger Agreement and only as
of specific dates, were solely for the benefit of the parties to the Merger
Agreement, and may be subject to limitations agreed upon by the parties in
connection with negotiating the terms of the Merger Agreement, including being
qualified by confidential disclosures made by each party to the other for the
purposes of allocating contractual risk between them. In addition, certain
representations and warranties may be subject to a contractual standard of
materiality different from those generally applicable to investors and may have
been used for the purpose of allocating risk between the parties rather than
establishing matters as facts. Information concerning the subject matter of the
representations, warranties and covenants may change after the date of the
Merger Agreement, which subsequent information may or may not be fully reflected
in public disclosures by the Company or Poppin. Investors should not rely on the
representations and warranties or covenants, or any description thereof, as
characterizations of the actual state of facts or condition of the Company,
Poppin or any of their respective subsidiaries, affiliates or businesses.

Amendment to Credit Agreement



On November 4, 2020, the Company entered into a First Amendment to Credit
Agreement among the Company, the lender parties thereto, JPMorgan Chase Bank,
National Association, as administrative agent (the "Administrative Agent"), and
the guarantors named therein (the "Credit Agreement"). The Credit Agreement
amends the Amended and Restated Credit Agreement, dated as of October 24, 2019,
by and among the Company, the lender parties thereto, the Administrative Agent,
and the guarantors named thereon (the "Base Agreement"). The Credit Agreement
provides for amendments to the Base Agreement (a) in connection with, and to
facilitate, the Merger, (b) to provide for an increase in available borrowings
to $125 million (up from $75 million), and (c) to provide for certain
adjustments to the financial covenants of, and borrowing rates available to, the
Company.

The Credit Agreement retains a maturity date of October 24, 2024. The revolving
loans under the Credit Agreement may consist of, at the Company's election,
advances in U.S. dollars or advances in any other currency that is agreed to by
the lenders. The proceeds of the revolving loans are to be used for general
corporate purposes of the Company including acquisitions. A portion of the
credit facility, not to exceed $10 million of the principal amount, will be
available for the issuance of letters of credit. A commitment fee on the unused
portion of principal amount of the credit facility is payable at a rate that
ranges from 20.0 to 30.0 basis points per annum as determined by the Company's
ratio of consolidated total indebtedness to adjusted consolidated EBITDA.
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The interest rate is dependent on the type of borrowings and will be one of the
following two options:
•the adjusted London Interbank Offered Rate ("Adjusted LIBO Rate" as defined in
the Credit Agreement) in effect two business days prior to the advance (adjusted
. . .


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 above under Item 1.01 of this Current Report on Form
8-K under the heading "Amendment to Credit Agreement" is incorporated by
reference into this Item 2.03.


Item 7.01 Regulation FD Disclosure
On November 4, 2020, the Company issued a press release announcing the Merger. A
copy of the press release is furnished herewith as Exhibit 99.2 and is
incorporated herein by reference.

From time to time on and after November 4, 2020, the Company intends to provide
supplemental information regarding the proposed transaction to analysts and
investors in connection with certain presentations. A copy of the supplementary
information is attached hereto as Exhibit 99.3 and is incorporated herein by
reference.

The information included in Item 2.02, Item 7.01 and in Exhibits 99.1, 99.2, and
99.3 attached hereto is being 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, nor
shall any such information or exhibits be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such document.

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Forward Looking Statements



This document may contain certain forward-looking statements about the Company
and Poppin, such as discussions of the Company's and Poppin's pricing trends,
liquidity, new business results, expansion plans, anticipated expenses and
planned schedules. The Company intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995. These statements
generally can be identified by the use of words or phrases, including, but not
limited to, "intend," "anticipate," "believe," "estimate," "project," "target,"
"plan," "expect," "setting up," "beginning to," "will," "should," "would,"
"resume" or similar statements. We caution that forward-looking statements are
subject to known and unknown risks and uncertainties that may cause the
Company's or Poppin's actual future results and performance to differ materially
from expected results including, but not limited to, the possibility that any of
the anticipated benefits of the proposed transaction between the Company and
Poppin will not be realized or will not be realized within the expected time
period; the risk that integration of the operations of Poppin with the Company
will be materially delayed or will be more costly or difficult than expected;
the inability to complete the proposed transaction due to the failure to obtain
any required stockholder approval; the failure to satisfy other conditions to
completion of the proposed transaction, including receipt of required regulatory
and other approvals; the failure of the proposed transaction to close for any
other reason; the effect of the announcement of the transaction, including on
customer relationships and operating results; the possibility that the
transaction may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; the risk that any projections or
guidance by the Company or Poppin, including revenues, margins, earnings, or any
other financial results are not realized; adverse changes in global economic
conditions; successful execution of Phase 2 of the Company restructuring plan;
the impact on the Company or Poppin of changes in tariffs; increased global
competition; significant reduction in customer order patterns; loss of key
suppliers; loss of or significant volume reductions from key contract customers;
financial stability of key customers and suppliers; relationships with strategic
customers and product distributors; availability or cost of raw materials and
components; changes in the regulatory environment; global health concerns
(including the impact of the COVID-19 outbreak); or similar unforeseen events.
Additional cautionary statements regarding other risk factors that could have an
effect on the future performance of the Company are contained in the Company's
Form 10-K filing for the fiscal year ended June 30, 2020 and other filings with
the Securities and Exchange Commission.


Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number                Description
                        Agreement and Plan of Merger, dated as of November 4    , 2020, by and among
2.1 *                 Kimball International, Inc., Project Fifth Gear

Merger Corp., Poppin, Inc. and

Fortis Advisors LLC    , as the Stockholders'

Representative


                        First Amendment to Credit Agreement, dated as of November 4, 2020, among Kimball
10.1                  International, Inc., the lender parties thereto,

JPMorgan Chase Bank, National


                      Association, as administrative agent, and the guarantors named therein.
99.1                    Q1     FY21     Earnings     Press     Release

furnished on November 4,


                      2020
99.2                    Merger Announcement Press Release furnished on November 4, 2020
99.3                    Q1 FY21 Earnings, Strategy and Acquisition Update furnished on November 4, 2020
104                   Cover Page interactive data file (embedded within the

Inline XBRL document)

* Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any omitted schedule or exhibit will be furnished to the SEC upon request.


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