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MLHR > SEC Filings for MLHR > Form 8-K on 2-May-2013All Recent SEC Filings

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Completion of Acquisition or Disposition of Assets, Financial Statements and Ex

Item 2.01. Completion of Acquisition or Disposition of Assets

On April 29, 2013, Herman Miller, Inc. (the "Company") completed its acquisition of all of the outstanding equity of Maharam Fabric Corporation ("Maharam") pursuant to the terms of the Stock Purchase Agreement. Maharam is a New York-based, global designer and provider of high quality engineered fabrics and textiles, wall coverings, and window treatments for commercial, healthcare, and residential interiors. The Company acquired Maharam, which reported revenues of approximately $105 million in calendar 2012, for a cash purchase price of approximately $156 million, subject to a potential reduction based upon Maharam's closing tangible equity. As a result of the transaction, the Company estimates it will receive future tax benefits with a present value of approximately $20 million.

The foregoing description is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is attached to this Report as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits


10.1 Stock Purchase Agreement dated April 23, 2013.

In accordance with Item 601(b)(2) of Regulation S-K, the Stock Purchase Agreement excludes Exhibits C through N thereof, which are limited to (1) the forms of Employment and Noncompetition Agreements, (2) forms of Lease Amendments, Landlord Estoppel Certificates and related real estate certificates,
(3) Consent forms, (4) form Escrow Agreement, (5) purchase price allocations, and (6) a related inter-party loan agreement. The Company agrees to furnish a copy of these omitted Exhibits to the Commission upon its request.

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