Item 8.01. Other Events.
On October 8, 2020, Tempur Sealy International, Inc. (the "Company") directed
The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") of
the Company's 5.625% Senior Notes due 2023 (the "Notes"), to notify noteholders
that the Company has elected to redeem, in part, the issued and outstanding
Notes, pursuant to paragraph 5 of the Notes and Section 3.01 of the Indenture
dated as of September 24, 2015, as amended and supplemented to date, between the
Company and the Trustee (the "Indenture"), and subject to the satisfaction of
the Conditions (as defined below). The Company will redeem $200,000,000 in
aggregate principal amount of the $450,000,000 in aggregate principal amount of
issued and outstanding Notes on November 9, 2020 (the "Redemption Date"). The
Notes will be redeemed at 101.406% of their principal amount, plus the accrued
and unpaid interest thereon, if any, to, but excluding, the Redemption Date. The
Company intends to primarily use current cash and cash equivalents to fund the
redemption. The transaction is expected to result in annual interest expense
savings of approximately $5 million.
The redemption is conditional on the determination by the Company's Chief
Financial Officer, in his sole discretion, as of the second business day before
the Redemption Date, that the redemption continues to be reasonably prudent and
consistent with the Company's objectives concerning liquidity, financing needs
and funding costs (the "Conditions"). In the event that the Conditions are not
satisfied and the Company elects to rescind the redemption notice, the Company
will give written notice thereof to the Trustee no later than the business day
immediately preceding the Redemption Date, and will give, or cause the Trustee
to give, notice thereof to noteholders promptly thereafter.
This Current Report on Form 8-K does not constitute a notice of redemption under
the Indenture, nor an offer to tender for, or purchase, any Notes or any other
security.
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