Item 1.01. Entry into a Material Definitive Agreement
On September 24, 2021, Tempur Sealy International, Inc. (the "Company")
completed its issuance and sale of $800 million in aggregate principal amount of
3.875% senior unsecured notes due 2031 (the "Notes"). The Notes will be fully
and unconditionally guaranteed, jointly and severally, on an unsecured,
unsubordinated basis by existing and future domestic restricted subsidiaries
that guarantee or are borrowers under the Company's senior secured credit
facilities (the "Guarantors").
Indenture and Notes
The Notes were issued pursuant to an indenture, dated as of September 24, 2021
(the "Indenture"), among the Company, the Guarantors and The Bank of New York
Mellon Trust Company, N.A., as trustee (the "Trustee"). The Notes will be the
general unsecured senior obligations of the Company and are guaranteed on a
senior unsecured basis by the Guarantors.
Interest and Maturity
The Notes will mature on October 15, 2031, and interest is payable on the Notes
semi-annually in arrears on each April 15 and October 15, beginning on April 15,
The Company has the option to redeem all or a portion of the Notes at any time
on or after October 15, 2026 at the redemption prices specified in the Notes
plus accrued and unpaid interest, if any, to, but excluding, the applicable
redemption date. In addition, the Company has the option at any time prior to
October 15, 2026 to redeem some or all of the Notes at a "make-whole" redemption
price specified in the Notes, plus accrued and unpaid interest, if any, to, but
excluding the redemption date. In addition, the Company may redeem up to 40% of
the Notes prior to October 15, 2024 under certain circumstances with the net
cash proceeds from certain equity offerings at the redemption price specified in
the Notes plus accrued and unpaid interest, if any, to, but excluding, the
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 $75
million; (vi) any judgment for the payment of money in an aggregate amount in
excess of $75 million that shall be rendered against the Company or any
restricted subsidiary and that shall not be waived, stayed, satisfied, annulled,
discharged or rescinded for any period of 60 consecutive days after such
judgment becomes final and non-appealable; (vii) certain events of bankruptcy or
insolvency described in the Indenture with respect to the Company or any of its
significant subsidiaries; and (viii) any Note guaranty ceases to be in full
force and effect, other than in accordance with the terms of the Indenture, or a
Guarantor denies or disaffirms its obligations under its Note guaranty. In case
of an Event of Default arising from certain events of bankruptcy or insolvency
with respect to the Company, all outstanding Notes will become due and payable
immediately without further action or notice. If any other Event of Default
occurs and is continuing, the Trustee or the registered holders of at least 30%
in aggregate principal amount of Notes then outstanding may declare the Notes to
be due and payable immediately.
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
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.
On September 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.
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."
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