Sec Form 13D Filing - Global Furniture Holdings S.a r.l filing for KNOLL INC (KNL) - 2020-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

KNOLL, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

Series A Convertible Preferred Stock, par value $1.00 per share

(Title of Classes of Securities)

 

498904200

(CUSIP Number of Classes of Securities)

 

Global Furniture Holdings S.à r.l.

Rue Avenue Monterey, 23

2163 - Luxembourg

+352 (26) 09-53 524

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

July 21, 2020

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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1	NAMES OF REPORTING PERSONS
	Global Furniture Holdings S.à r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares of Common Stock
		8	SHARED VOTING POWER
			12,195,678 shares of Common Stock (1)
		9	SOLE DISPOSITIVE POWER
			0 shares of Common Stock
		10	SHARED DISPOSITIVE POWER
			12,195,678 shares of Common Stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,195,678 shares of Common Stock (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	20.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

1	NAMES OF REPORTING PERSONS
	Global Furniture Investments S.à r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares of Common Stock
		8	SHARED VOTING POWER
			2,404,634 shares of Common Stock (1)
		9	SOLE DISPOSITIVE POWER
			0 shares of Common Stock
		10	SHARED DISPOSITIVE POWER
			2,404,634 shares of Common Stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,404,634 shares of Common Stock (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.7% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Furniture Investments S.à r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares of Common Stock
		8	SHARED VOTING POWER
			9,791,044 shares of Common Stock (1)
		9	SOLE DISPOSITIVE POWER
			0 shares of Common Stock
		10	SHARED DISPOSITIVE POWER
			9,791,044 shares of Common Stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,791,044 shares of Common Stock (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Furniture Investments Management S.à r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares of Common Stock
		8	SHARED VOTING POWER
			9,791,044 shares of Common Stock (1)
		9	SOLE DISPOSITIVE POWER
			0 shares of Common Stock
		10	SHARED DISPOSITIVE POWER
			9,791,044 shares of Common Stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,791,044 shares of Common Stock (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Furniture Investments Acquisitions S.C.S.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPO RTING PERSON WITH		7	SOLE VOTING POWER
			0 shares of Common Stock
		8	SHARED VOTING POWER
			9,791,044 shares of Common Stock (1)
		9	SOLE DISPOSITIVE POWER
			0 shares of Common Stock
		10	SHARED DISPOSITIVE POWER
			9,791,044 shares of Common Stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,791,044 shares of Common Stock (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Investindustrial VII LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares of Common Stock
		8	SHARED VOTING POWER
			12,195,678 shares of Common Stock (1)
		9	SOLE DISPOSITIVE POWER
			0 shares of Common Stock
		10	SHARED DISPOSITIVE POWER
			12,195,678 shares of Common Stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,195,678 shares of Common Stock (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	20.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	Investindustrial Advisors Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares of Common Stock
		8	SHARED VOTING POWER
			12,195,678 shares of Common Stock (1)
		9	SOLE DISPOSITIVE POWER
			0 shares of Common Stock
		10	SHARED DISPOSITIVE POWER
			12,195,678 shares of Common Stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,195,678 shares of Common Stock (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	20.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

The classes of equity security to which this statement on Schedule 13D (“Schedule 13D”) relates are the Common Stock, par value $0.01 per share (“Common Stock”), of Knoll, Inc., a Delaware corporation (the “Issuer”), and the Series A Convertible Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock”) of the Issuer.  The address of the principal executive offices of the Issuer is 1235 Water Street, East Greenville, PA 18041.  The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

 

 

 

Certain of the Reporting Persons beneficially own 2,404,634 shares of Common Stock, directly held by Global Furniture Investments (the “Common Shares”), and certain of the Reporting Persons beneficially own 164,000 shares of Series A Preferred Stock, directly held by Furniture Investments Acquisitions (the “Preferred Shares,” and, collectively with the Common Shares, the “Shares”).

 

Furniture Investments Management is the general partner of Furniture Investments Acquisitions.  The limited partners of Furniture Investments Acquisitions are Furniture Investments and an entity wholly owned by Global Furniture Investments and Furniture Investments.  Global Furniture Investments and Furniture Investments are each wholly owned by Global Furniture Holdings.  Global Furniture Holdings is majority owned by Investindustrial VII.  Investindustrial Advisors has investment management authority over Investindustrial VII.  The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities is the beneficial owner of any securities covered by this Schedule 13D.

 

 

 

(d)  None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)  None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference into this Item 3.

Global Furniture Investments used a total of approximately $22.952 million (including brokerage commissions) in the aggregate to acquire the Common Shares.  2,404,634 of the Common Shares were acquired through a series of open market transactions.  Funds for the purchase of the Common Shares were derived from capital contributions from Investindustrial VII’s partners and none of the funds used to purchase the Shares were provided through borrowings of any nature.

On June 22, 2020, the Issuer entered into an Investment Agreement (the “Investment Agreement”) with Furniture Investments. Pursuant to the Investment Agreement, on July 21, 2020 (the “Closing Date”), Furniture Investments Acquisitions purchased from the Issuer 164,000 shares of Series A Preferred Stock for an aggregate purchase price of $164,000,000. Funds for the purchase of the Preferred Shares were derived from capital contributions from Investindustrial VII’s partners and funds drawn by Global Furniture Holdings from an existing subscription credit facility with Investec Bank PLC attached hereto as Exhibit 5.

 

The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.

The Reporting Persons acquired the securities reported herein for investment purposes.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, subject to the terms and conditions of the Investment Agreement and the Registration Rights Agreement (defined in Item 6 below), may, from time to time, and at any time in the future, formulate plans or proposals depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s Board of Directors (the “Board”), price levels of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, and take such actions with respect to the investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D.

Without limiting the foregoing and subject to the standstill and transfer restrictions set forth in the Investment Agreement, the Reporting Persons may, from time to time, (i) acquire additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, the “Securities”) in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise, including pursuant to registered transactions as provided in the Registration Rights Agreement; (iii) engage in any hedging or similar transactions with respect to the Securities; (iv) discuss with the Issuer’s management, including the Board, the governance of the Issuer; or (v) propose or consider one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

The Reporting Persons undertake no obligation to make additional disclosures except to the extent required by law.

 

 

The information set forth in the cover pages and Item 2 of this Schedule 13D is hereby incorporated by reference into this Item 5.

 

 

As a result of its beneficial ownership of Series A Preferred Stock, Furniture Investments, Furniture Investments Management and Furniture Investments Acquisitions may be deemed to beneficially own an aggregate of 9,791,044 shares of Common Stock which would be received upon conversion of the Series A Preferred Stock at the initial conversion price, which represents, in the aggregate, approximately 16.2% of the outstanding Common Stock.  Global Furniture Holdings, Investindustrial VII and Investindustrial Advisors (as investment manager of Investindustrial VII) may be deemed to beneficially own both the Common Shares and the Preferred Shares, and accordingly may be deemed to beneficially own an aggregate of 12,195,678 shares of Common Stock, which represents, in the aggregate, approximately 20.2% of the outstanding Common Stock.  These percentages are based on 60,515,764 shares of Common Stock, which is equal to 50,724,720 shares of Common Stock outstanding as of June 22, 2020, plus 9,791,044 shares of Common Stock into which the Preferred Shares are convertible at the initial conversion price.

Each of Global Furniture Holdings, Global Furniture Investments, Investindustrial VII and Investindustrial Advisors has the shared power to vote or to direct the vote, or the shared power to dispose or to direct the disposition of, 2,404,634 shares of Common Stock owned directly by Global Furniture Investments.

Each of Global Furniture Holdings, Furniture Investments, Furniture Investments Management, Furniture Investments Acquisitions, Investindustrial VII and Investindustrial Advisors has the shared power to vote or to direct the vote, and the shared power to dispose or to direct the disposition of, 9,791,044 shares of Common Stock into which the Preferred Shares owned directly by Furniture Investments Acquisitions are convertible at the initial conversion price.

None of the Reporting Persons beneficially own any shares of Common Stock except as described herein.

 

 

(e)  Not Applicable.

 

 

The information set forth in Items 3, 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 6.

Investment Agreement

On June 22, 2020, the Issuer entered into an Investment Agreement with Furniture Investments relating to the issuance and sale to Furniture Investments of 164,000 shares of the Issuer’s Series A Preferred Stock for an aggregate purchase price of $164 million.  On July 21, 2020, Furniture Investments assigned, conveyed and transferred all of its rights, title and interest in and to the Investment Agreement to Furniture Investments Acquisitions.

Pursuant to the Investment Agreement, the Issuer increased the size of the Board as of the Closing Date in order to elect an individual designated by Furniture Investments Acquisitions (the “Designee”) to fill the resulting vacancy on the Board for a term expiring at the third annual meeting of the Issuer’s stockholders following the Closing Date. At any annual meeting of the Issuer’s stockholders at which the term of the Designee will expire, the Issuer has agreed to nominate the Designee for election as a director and to support the Designee in a manner no less rigorous and favorable than the manner in which the Issuer supports its other nominees in the aggregate. So long as Furniture Investments Acquisitions or its affiliates beneficially own shares of Common Stock, shares of Series A Preferred Stock and/or shares of Common Stock that were issued upon conversion of shares of Series A Preferred Stock that represent, on an as-converted basis, at least 50% of the total number of shares of Common Stock represented by the Series A Preferred Stock issued at the Closing, on an as-converted basis (the “50% Beneficial Ownership Requirement”), Furniture Investments Acquisitions will have the right to designate a director nominee for election to the Board.

Furniture Investments Acquisitions will be subject to certain standstill restrictions, which will be in effect until the twelve-month anniversary of the Closing Date, including that Furniture Investments Acquisitions will be restricted from, among other things, (i) acquiring or seeking to acquire additional securities of the Issuer or any of its affiliates if, as a result of any such acquisition, the aggregate beneficial ownership of shares of Common Stock on an as-converted basis of Furniture Investments Acquisitions and its affiliates and portfolio companies, taken as a whole, would exceed 120% of the sum of (a) their aggregate beneficial ownership of shares of Common Stock as of the date of the Investment Agreement plus (b) the Common Stock issuable upon the conversion of the Series A Preferred Stock as of the Closing Date; (ii) making, participating in or knowingly encouraging any solicitation or “proxies” to vote or seek to influence voting of any voting securities of the Issuer; (iii) making any public announcement with respect to, or offering or indicating an interest in, any merger or purchase of a material portion of the assets, properties or securities of the Issuer; and (iv) otherwise acting, alone or in concert with others, to seek to control or influence in any manner the management, the Board or the policies of the Issuer. In addition, Furniture Investments Acquisitions and its affiliates will be prohibited, subject to certain exceptions, from transferring any shares of Series A Preferred Stock (or Common Stock issued upon conversion of such Series A Preferred Stock) that is beneficially owned by them until the twelve-month anniversary of the Closing Date.

If the Issuer proposes to issue equity securities of any kind, then, until the earlier of (i) the first date on which the 50% Beneficial Ownership Requirement is no longer satisfied and (ii) the irrevocable waiver by Furniture Investments Acquisitions of its designation rights, subject to certain exceptions, the Issuer will be required to offer Furniture Investments Acquisitions the opportunity to purchase a portion of such proposed issuance equal to (i) the number of shares of Series A Preferred Stock, on an as-converted basis, and/or shares of Common Stock issued upon conversion of such Series A Preferred Stock then beneficially owned by Furniture Investments, divided by (ii) the total number of shares of Common Stock and Series A Preferred Stock then outstanding, on an as-converted basis.

Until the first date on which the 50% Beneficial Ownership Requirement is no longer satisfied, Furniture Investments Acquisitions has agreed to, and to cause its affiliates to, take such action as may be required so that all of the shares of Series A Preferred Stock or Common Stock beneficially owned, directly or indirectly, by Furniture Investments Acquisitions and its affiliates entitled to vote at a meeting of the stockholders or through written consent are voted (i) in favor of each director nominated and recommended by the Board for election at any such meeting or through any such written consent and (ii) against any stockholder nominations for directors that are not approved and recommended by the Board for election at any such meeting or through any such written consent.

The Issuer has agreed that, until the twelve-month anniversary of the Closing Date, the Issuer will not adopt any stockholder rights agreement, “poison pill” or similar antitakeover agreement or plan that prohibits Furniture Investments Acquisitions from acquiring additional securities of the Issuer to the extent permitted by the standstill and from exercising its participation rights.

Certificate of Designations

As set forth in the Certificate of Designations, as filed with the Secretary of State of the State of Delaware on July 20, 2020 (the “Certificate of Designations”), the Series A Preferred Stock will rank senior to the Common Stock, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Issuer. The Series A Preferred Stock has a liquidation preference of $1,000 per share. Holders of the Series A Preferred Stock are entitled to a cumulative dividend at the rate of 4.5% per annum, payable quarterly in arrears. The Issuer may elect, in its sole discretion, to pay dividends in cash or as a dividend in kind (additional shares of Series A Preferred Stock having value equal to the amount of accrued dividends) until the two year anniversary of the Closing Date, after which the Issuer must pay dividends in cash. For purposes of the foregoing sentence, the deemed value of a share of Series A Preferred Stock is equal to its liquidation preference of $1,000 per share plus any accrued and unpaid dividends.

Registration Rights Agreement

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

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