MillerKnoll Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$MLKN
Office Equipment/Supplies/Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2025, MillerKnoll, Inc., a Michigan corporation (the “Company”), and certain other subsidiaries of the Company, entered into a three-year accounts receivable securitization facility in the aggregate amount of up to $90.0 million (the “Facility”). The proceeds from the Facility will be used for general working capital purposes.
The documentation for the Facility includes, among other documents, (i) a Credit and Security Agreement, dated as of September 10, 2025 (the “Credit and Security Agreement”), among MillerKnoll Receivables, LLC, a direct wholly-owned, bankruptcy-remote subsidiary of the Company (the “SPE”), as borrower, the Company, as servicer (in such capacity, the “Servicer”), the lenders from time to time party thereto (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), and (ii) a Receivables Sale Agreement, dated as of September 10, 2025 (the “Sale Agreement”), among the SPE, as company, the Company and certain subsidiaries thereof party thereto from time to time, as originators (the “Originators”), and the Servicer. The Facility has a scheduled termination date on September 8, 2028, unless terminated earlier in accordance with its terms.
In connection with the Facility, the Originators have sold and/or contributed, and will continue to sell and/or contribute, certain accounts receivables generated in the ordinary course of their business (other than certain excluded receivables) and certain related assets (collectively, the “Receivables”) to the SPE pursuant to the Sale Agreement. Pursuant to the Credit and Security Agreement, the SPE may, from time to time, request advances from the Lenders subject to borrowing base availability. Such advances and other obligations of the SPE arising under or in connection with the Credit and Security Agreement and the other transaction documents are secured by the Receivables and other related assets owned by the SPE. The Servicer will be responsible for the initial servicing and collection of the Receivables and will be paid a fee for the performance of such services.
Borrowings under the Credit and Security Agreement will bear interest at a rate per annum equal to Daily One Month Term SOFR (as defined in the Credit and Security Agreement) plus an applicable margin of 1.075%. The SPE will also pay certain customary fees under the Credit and Security Agreement and related documentation.
In addition, pursuant to a Performance Undertaking, dated as of September 10, 2025 (the “Performance Undertaking”), by the Company in favor of the Administrative Agent, the Company has agreed to guarantee the performance by the Originators and the Servicer of their respective obligations under the documentation for the Facility. The Company is not guaranteeing the collectibility of the Receivables or the creditworthiness of the related obligors.
The Credit and Security Agreement and the Sale Agreement contain certain customary representations and warranties, affirmative and negative covenants, indemnification provisions, and events of default, including those providing for the termination of the Facility and payment acceleration of amounts owed by the SPE to the Lenders under the Credit and Security Agreement upon the occurrence of certain events.
The foregoing description of the Credit and Security Agreement, the Sale Agreement and the Performance Undertaking does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of such agreements, copies of which are filed as Exhibits 4.1, 4.2, and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Wells Fargo Bank, National Association serves as an administrative agent and as a lender, among other roles, under the Credit Agreement, dated as of July 19, 2021, as amended, among the Company, Wells Fargo Bank, National Association, as an administrative agent, and the lenders and other agents party thereto from time to time.
Item 2.03 Entry 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 9.01 Financial Statements and Exhibits
(d) Exhibits
EXHIBIT INDEX
Exhibit No. Description
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: | September 12, 2025 | MillerKnoll, Inc. | ||||||||||||
| By: | /s/ Kevin J. Veltman | |||||||||||||
| Kevin J. Veltman Interim Chief Financial Officer | ||||||||||||||