TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
entered into a Non-Disclosure and Standstill Agreement (the
Agreement) with Usman Nabi, a director of the Company (the
Director), and H Partners Management, LLC (H Partners); H
Partners, LP; H Partners Capital, LLC; P H Partners LTD.; H
Offshore Fund LTD.; and Rehan Jaffer (together with H Partners,
the H Partners Group), which collectively beneficially owns
8,500,000 shares of the outstanding common stock of the Company,
par value $0.01 per share (the Common Stock). The following is a
summary of the terms of the Agreement. The summary does not
purport to be complete and is qualified in its entirety by
reference to the Agreement, a copy of which is filed as Exhibit
10.1 hereto and is incorporated herein by reference.
provided in the Agreement, the Director agreed not to disclose
any Confidential Information (as defined in the Agreement) to
third parties or use any Confidential Information other than in
connection with serving as a director of the Company without in
each instance securing the prior written consent of the Company.
However, the Director is permitted to disclose Confidential
Information to officers, directors, accountants and counsel for
the Company or any other Tempur Company (as defined in the
Agreement). In addition, the Director is permitted, subject to
the terms and conditions of the Agreement, to disclose
Confidential Information to his legal counsel and to other
parties within the H Partners Group for the purpose of assisting
him in the performance of his duties as a director of the
Company.
share information at any time by written notice. The date these
rights terminate, either in accordance with the terms of the
Agreement or otherwise, is referred to as the Information
Termination Date.
Representative (as defined in the Agreement) and each other H
Partners Group Member and H Partners Representative who receives
Confidential Information have agreed or will agree to comply with
the Companys Insider Trading Policy (as defined in the
Agreement). Each of the parties identified above has also agreed
that it, he or she will only transact in securities of the
Company during open windows
directors and executive officers of the Company under the Insider
Trading Policy.
Group Member also agreed to limited standstill provisions,
effective as of the date of the Agreement and continuing until
six months after the Information Termination Date (the Standstill
Period). The standstill provisions generally prohibit each H
Partners Group Member from taking specified actions with respect
to the Company and its securities, including, among others: (i)
acquiring beneficial ownership of twenty percent (20%) or more of
the Companys then outstanding Common Stock in the aggregate
(amongst all of the H Partners Group Members and their Affiliates
and Associates (as defined in the Agreement)) or (ii) seeking or
in any way assisting or facilitating any other person in seeking,
among other things, to acquire control of the Company or to
engage in certain other extraordinary transactions with respect
to the Company or any of its subsidiaries or any material portion
of its or their businesses, all as more fully described in the
Agreement.
Partners Group to vote its shares of Common Stock, including in
any proxy contest, or to transfer its Common Stock. In addition,
the standstill provisions under the Agreement do not purport to
prevent the Director or any other director from exercising his or
her rights or complying with his or her fiduciary duties as a
director of the Company or from participating in board room
discussions or private discussions with other members of the
Companys Board of Directors.
incorporated by reference into this Item 7.01.
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Exhibit
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Description
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10.1
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Non-Disclosure and Standstill Agreement, dated as of
June 26, 2017, by and among Tempur Sealy International, Inc., Usman Nabi, H Partners Management, LLC and the other parties named therein. |
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TEMPUR SEALY INTERNATIONAL, INC. ExhibitEX-10.1 2 exhibit101non-disclosurean.htm EXHIBIT 10.1 Exhibit NON-DISCLOSURE AND STANDSTILL AGREEMENT This Agreement,…To view the full exhibit click here About TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX)
Tempur Sealy International, Inc. is a bedding provider. The Company develops, manufactures, markets and distributes bedding products. It operates in two segments: North America, which consists of Tempur and Sealy manufacturing and distribution subsidiaries, joint ventures and licensees located in the United States and Canada, and International, which consists of Tempur and Sealy manufacturing and distribution subsidiaries, joint ventures and licensees located in Europe, Asia-Pacific and Latin America. Its brands include TEMPUR, Tempur-Pedic, Sealy, Sealy Posturepedic, Optimum and Stearns & Foster. It sells products through over two distribution channels in each segment: retail (furniture and bedding retailers, department stores, specialty retailers and warehouse clubs), and other (direct-to-consumer through e-commerce platforms, company-owned stores and call centers, third-party distributors, hospitality and healthcare customers).