TEMPUR SEALY INTERNATIONAL, INC. Item 1.01. Entry into a Material Definitive Agreement
On
The Notes were issued pursuant to an indenture, dated as of
Interest and Maturity
The Notes will mature on
Optional Redemption
The Company has the option to redeem all or a portion of the Notes at any time
on or after
Certain Covenants
The Indenture restricts the Company's ability and the ability of certain of its subsidiaries to, among other things: (i) incur, directly or indirectly, debt; (ii) make, directly or indirectly, certain investments and restricted payments; (iii) incur or suffer to exist, directly or indirectly, liens on their properties or assets; (iv) sell or otherwise dispose of, directly or indirectly, assets; (v) create or otherwise cause or suffer to exist any consensual restriction on the right of certain of the Company's subsidiaries to pay dividends or make any other distributions on or in respect of their capital stock; and (vi) enter into transactions with affiliates. These covenants are subject to a number of important exceptions and qualifications.
Events of Default
The Indenture provides that each of the following is an Event of Default: (i)
default in payment of interest when due, which default continues for 30 days;
(ii) default in the payment of the principal of, or premium, if any, when the
same becomes due and payable at maturity, upon acceleration or redemption,
required repurchase or otherwise; (iii) failure to comply with certain covenants
relating to the merger or transfer of assets; (iv) failure to comply with any
other covenant or agreement in the Notes or in the Indenture for 30 days after
written notice; (v) default under any indebtedness of the Company or any
Guarantor that results in the acceleration of the maturity of indebtedness of
the Company or any Guarantor in an aggregate principal amount greater than
The form of the Notes is attached as an exhibit to the Indenture, which in turn is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Notes and the Indenture in this report is a summary only and is qualified in its entirety by the terms of the Indenture.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. Item 8.01. Other Events. OnSeptember 24, 2021 , the Company issued a press release announcing that it had closed its previously announced offering of$800 million aggregate principal amount of Notes in a private offering to certain institutions that then resold the notes (i) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the "Securities Act"), and (ii) to certain non-U.S. persons in accordance with Regulation S under the Securities Act. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as of September 24 , 2021, among Tempur Sealy International, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 4.2 Form of 3.875% Senior Notes due 2031 (included in Exhibit 4.1). 99.1 Press Release dated September 24, 2021, titled "Tempur Sealy Announces Closing of$800 Million Senior Notes Offering." Cover page interactive data file (embedded within the Inline XBRL 104 document).
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