Herman Miller, Inc. in $75 Million Modified Dutch Auction Debt Tender Offer

July 23, 2009

Cleary Gottlieb represented Goldman, Sachs & Co. as dealer manager in a cash tender offer by Herman Miller, Inc., to purchase up to $75 million in aggregate principal amount of its 7.125% Notes due 2011.

The tender offer launched on June 24, expired on July 22 and closed on July 23. The tender offer was oversubscribed, with over $110 million in aggregate principal amount of notes tendered. The $75 million in aggregate principal amount of notes that Herman Miller accepted for purchase represented approximately 68% of the principal amount of all validly tendered notes.

The total consideration payable in the tender offer was determined by consideration of the “bid price” specified by each holder that tendered notes into the tender offer, with that bid price representing the minimum consideration such holder was willing to receive for its notes.

The purpose of the tender offer was to reduce the amount of indebtedness owed by Herman Miller and to reduce its interest expense.

Herman Miller researches, designs, manufactures, and distributes interior furnishings, for use in various environments including office, healthcare, educational, and residential settings, and provides related services that support organizations and individuals all over the world. Herman Miller’s products are sold primarily to or through independent contract office furniture dealers.