STEELCASE INC. (NYSE:SCS) Files An 8-K Entry into a Material Definitive Agreement

STEELCASE INC. (NYSE:SCS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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Underwriting Agreement, dated January 16, 2019, among Steelcase Inc. and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein.

Indenture, dated August 7, 2006, between Steelcase Inc. and The Bank of New York Mellon Trust Company, N.A. (successor in interest to J.P. Morgan Trust Company, National Association), as trustee (filed as Exhibit No. 4.1 to the Company’s Current Report on Form 8-K dated August 2, 2006, as filed with the Commission on August 7, 2006 (commission file number 001-13873), and incorporated herein by reference).

Officers’ Certificate of Steelcase Inc. establishing the terms of the 5.125% Senior Notes due 2029.

Form of Global Note representing the 5.125% Senior Notes due 2029 (included in Exhibit 4.2).

Opinion of Liesl A. Maloney, Assistant General Counsel & Assistant Secretary of Steelcase Inc.

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes.

Consent of Liesl A. Maloney, Assistant General Counsel & Assistant Secretary of Steelcase Inc. (included in Exhibit 5.1).

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).

Forward-looking Statements

From time to time, in written and oral statements, the Company discusses its expectations regarding future events and its plans and objectives for future operations. These forward-looking statements discuss the anticipated use of the proceeds of the offering of the Notes, the Redemption, goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to us, based on current beliefs of management as well as assumptions made by, and information currently available to, the Company. Forward-looking statements generally are accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “possible,” “potential,” “predict,” “project,” or other similar words, phrases or expressions. Although we believe these forward-looking statements are reasonable, they are based upon a number of assumptions concerning future conditions, any or all of which may ultimately prove to be inaccurate. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to vary from the Company’s expectations because of factors such as, but not limited to, competitive and general economic conditions domestically and internationally; acts of terrorism, war, governmental action, natural disasters and other Force Majeure events; changes in the legal and regulatory environment; changes in raw materials and commodity costs; currency fluctuations; changes in customer demand; and the other risks and contingencies detailed in the Company’s most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q, the preliminary prospectus supplement relating to the proposed offering filed with the SEC and its other filings with the SEC. The Company undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

EX-1.1 2 s002577x4_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version $450,…
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Steelcase Inc. provides an integrated portfolio of furniture settings, user-centered technologies and interior architectural products. The Company’s segments include Americas, EMEA and Other Category. The Company’s furniture portfolio includes panel-based and freestanding furniture systems and complementary products, such as storage, tables and ergonomic worktools. Its seating products include task chairs, which are ergonomic seating that can be used in collaborative or casual settings and specialty seating for specific vertical markets, such as healthcare and education. Its technology solutions support group collaboration by integrating furniture and technology. Its interior architectural products include full and partial height walls and doors. It also offers services, which include workplace strategy consulting, lease origination services, furniture and asset management and hosted spaces. Its family of brands includes Steelcase, Coalesse, Designtex, PolyVision and Turnstone.

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