UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 1, 2014
TEMPUR SEALY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-31922 | 33-1022198 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1000 Tempur Way
Lexington, Kentucky 40511
(Address of principal executive offices) (Zip Code)
(800) 878-8889
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 7.01 Regulation FD Disclosure
On July 1, 2014, Tempur Sealy International, Inc. issued a press release announcing its decision to exit production of innerspring components in the U.S. In conjunction with this announcement, Tempur Sealy and Leggett & Platt (NYSE: LEG), the leading global producer of bedding components, jointly announced that Leggett & Platt has acquired Tempur Sealy’s three U.S. innerspring component production facilities and equipment, along with associated working capital for a total consideration of approximately $48 million, subject to customary working capital adjustments. The total consideration for the assets sold in the transaction reflects their approximate book value but does not consider anticipated tax charges.
A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference. The information in this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibit
(d) Exhibits
Exhibit | Description |
99.1 | Press Release dated July 1, 2014, entitled “Tempur Sealy and Leggett & Platt Announce Transaction” |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 1, 2014
Tempur Sealy International, Inc. | ||
By: | /s/ Dale E. Williams | |
Name: | Dale E. Williams | |
Title: | Executive Vice President & Chief Financial Officer | |
EXHIBIT INDEX
Exhibit | Description |
99.1 | Press Release dated July 1, 2014, entitled “Tempur Sealy and Leggett & Platt Announce Transaction” |
TEMPUR SEALY AND LEGGETT & PLATT ANNOUNCE TRANSACTION
- Tempur Sealy exits production of innerspring components in the U.S.
- Leggett & Platt purchases Tempur Sealy’s U.S. innerspring component production assets
- Tempur Sealy and Leggett & Platt expand and extend supply relationship
LEXINGTON, KY, & CARTHAGE, MO, JULY 1, 2014 - Tempur Sealy International, Inc. (NYSE: TPX), the world’s largest bedding provider, today announced its decision to exit production of innerspring components in the U.S. In conjunction with this announcement, Tempur Sealy and Leggett & Platt (NYSE: LEG), the leading global producer of bedding components, jointly announced that Leggett & Platt has acquired Tempur Sealy’s three U.S. innerspring component production facilities and equipment, along with associated working capital for a total consideration of approximately $48 million, subject to customary working capital adjustments. Other financial terms were not disclosed.
In addition, the two companies have expanded and extended their supply relationship whereby Leggett & Platt will become the exclusive long-term supplier in the U.S. and Canada of wire-based innersprings for Tempur Sealy, and of boxsprings for Sealy.
The transaction creates significant benefits as it leverages the strengths of two key players of the global bedding industry. Importantly, the agreement paves the way for multi-year strategic product development initiatives between the two companies.
Tempur Sealy International, Inc. CEO Mark Sarvary commented, “Our decision to exit the production of innerspring components in the U.S. will allow us to focus our investments on brand building and product innovation while improving our working capital position. Leggett & Platt is a well-established leader in the industry and our expanded relationship will provide significantly greater flexibility for our product development efforts."
Leggett & Platt Board Chair and CEO David S. Haffner commented, "We are very pleased to become a long-term provider of components to Tempur Sealy, and we look forward to the expanded strategic partnership. The additional production should enhance economies of scale, benefit from our vertical integration in steel rod and wire, and allow manufacturing optimization across a broad asset base. We expect this agreement to add approximately 2% to sales, and be neutral to EPS over the first year as we execute the integration plan.”
Forward-looking Statements
Statements in this release that are not historical in nature are “forward-looking.” These statements involve uncertainties and risks, including the ability to transition and integrate Tempur Sealy’s U.S. component production facilities into Leggett & Platt’s operations timely and cost effectively, improve either Tempur Sealy’s or Leggett & Platt’s operations and realize efficiencies from the transaction, and manage growth, and risks relating to price and product competition from foreign and domestic competitors; changes in demand for either Tempur Sealy’s or Leggett & Platt’s products; cost and availability of raw materials and labor, fuel and energy costs; future growth of acquired companies, general economic conditions, changes in interest rates, changes in foreign tax rates and changes in tax laws generally, including the ability to utilize tax loss carry forwards, the outcome of various pending tax audits or other tax proceedings; the effect of future legislative or regulatory changes, possible goodwill or other asset impairment, foreign currency fluctuation, litigation risks, the timing and effectiveness of product development initiatives, and other factors described in both Tempur Sealy’s and Leggett & Platt’s respective Form 10-K reports. Any forward-looking statement reflects only the belief of Tempur Sealy or Leggett & Platt, as applicable, when the statement is made. Actual results could differ materially from expectations, and neither Tempur Sealy nor Leggett & Platt undertake any duty to update these statements.
About Tempur Sealy
Tempur Sealy International, Inc. (NYSE: TPX) is the world’s largest bedding provider. Tempur Sealy International, Inc. develops, manufactures and markets mattresses, foundations, pillows and other products. The Company’s brand portfolio includes many of the most highly recognized brands in the industry, including Tempur®, Tempur-Pedic®, Sealy®, Sealy Posturepedic®, OptimumTM and Stearns & Foster®. World headquarters for Tempur Sealy International, Inc. is in Lexington, KY. For more information, visit http://www.tempursealy.com or call 800-805-3635.
About Leggett & Platt
Leggett & Platt (NYSE: LEG) is a diversified manufacturer (and member of the S&P 500) that conceives, designs and produces a variety of engineered components and products that can be found in most homes, offices, and automobiles. The 131-year-old firm is comprised of 20 business units, 19,000 employee-partners, and 130 manufacturing facilities located in 18 countries. Leggett & Platt is the leading U.S. manufacturer of: a) components for residential furniture and bedding; b) office furniture components; c) drawn steel wire; d) automotive seat support & lumbar systems; e) carpet underlay; f) adjustable bed bases; g) bedding industry machinery.
Contact for Tempur Sealy:
Mark Rupe
Vice President, Investor Relations
Tempur Sealy International, Inc.
Investor.Relations@tempursealy.com
800-805-3635
Contacts for Leggett & Platt:
Susan R. McCoy
Staff Vice President of Investor Relations
Leggett & Platt
invest@leggett.com
417-358-8131
David M. DeSonier
Senior Vice President of Corporate Strategy and Investor Relations
Leggett & Platt
invest@leggett.com
417-358-8131