Willkie Farr & Gallagher LLP advised BofA Securities, while Kirkland & Ellis advised Investindustrial VII L.P. on the deal. Wachtell, Lipton, Rosen & Katz advised Herman Miller, while Sullivan & Cromwell advised Knoll on the deal.
Herman Miller, Inc. (NASDAQ: MLHR) and Knoll Inc. (NYSE: KNL) entered into a definitive agreement under which Herman Miller will acquire Knoll in a cash and stock transaction valued at $1.8 billion.
Under the terms of the agreement, Knoll shareholders will receive $11.00 in cash and 0.32 shares of Herman Miller common stock for each share of Knoll common stock they own. Upon completion of the transaction, Herman Miller shareholders will own approximately 78% of the combined company and Knoll shareholders will own approximately 22%.
In connection with the closing of the transaction, Herman Miller will purchase all of the outstanding shares of Knoll’s preferred stock from Investindustrial VII L.P. (“Investindustrial”) for a fixed cash consideration of $253 million, representing an equivalent price of $25.06 for each underlying share of Knoll common stock.
Herman Miller and Knoll collectively have 19 leading brands, presence across over 100 countries worldwide, a global dealer network, 64 showrooms globally, more than 50 physical retail locations and global multi-channel eCommerce capabilities. The combined company will have pro forma annual revenue of approximately $3.6 billion and pro forma adjusted EBITDA of approximately $552 million, based on each company’s respective last reported 12 months and including the anticipated $100 million of cost synergies, implying adjusted EBITDA margins of approximately 16%.
Knoll, Inc. is a constellation of design-driven brands and people, with an internationally recognized portfolio which includes furniture, textiles, leathers, accessories, and architectural and acoustical elements. Brands include Knoll Office, KnollStudio, KnollTextiles, KnollExtra, Spinneybeck | FilzFelt, Edelman Leather, HOLLY HUNT, DatesWeiser, Muuto, and Fully.
Herman Miller is a globally recognized leader in design. Since its inception in 1905, the company has provided innovative, problem-solving designs and furnishings to people wherever they live, work, learn, heal, and play.
BofA Securities served as financial advisor to Knoll, Inc. in the transaction.
Kirkland & Ellis advised Investindustrial VII L.P. with a team led by corporate partners Eric Schiele (Picture) and Joshua Ayal, derivatives partner Jamie Madell, capital markets partner Tim Cruickshank, and debt finance partner Neel Sachdev.
Willkie represented BofA Securities with a team led by partners Steven Seidman and Laura Delanoy, and included associate Ian Morganelli and law clerk Joshua Mathew.
Wachtell, Lipton, Rosen & Katz team advising Herman Miller was led by partners Adam Emmerich, Jenna Levine, and Zachary Podolsky.
Sullivan & Cromwell advised Knoll with a team led by partners Ari Blaut, Ronald Creamer, and Stephen Kotran.
Involved fees earner: Tim Cruickshank – Kirkland & Ellis; Jaime Madell – Kirkland & Ellis; Neel Sachdev – Kirkland & Ellis; Eric Schiele – Kirkland & Ellis; Ari Blaut – Sullivan & Cromwell; Ronald Creamer – Sullivan & Cromwell; Stephen Kotran – Sullivan & Cromwell; Adam Emmerich – Wachtell, Lipton, Rosen & Katz; Jenna Levine – Wachtell, Lipton, Rosen & Katz; Zachary Podolsky – Wachtell, Lipton, Rosen & Katz; Laura Delanoy – Willkie Farr & Gallagher; Ian Morganelli – Willkie Farr & Gallagher; Steven Seidman – Willkie Farr & Gallagher;