Tempur Sealy International, Inc. (NYSE:TPX) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

On March14, 2017, Tempur Sealy International, Inc., a Delaware
corporation (Tempur Sealy or the Company), entered
into an Amended and Restated Rights Agreement (the Amended and
Restated Rights Agreement) with American Stock Transfer Trust
Company, LLC, as Rights Agent, to amend certain of the provisions
of its Rights Agreement, dated as of February8, 2017 (the
Original Rights Agreement).

The primary purpose of the amendment and restatement of the
Original Rights Agreement is to provide the holders of the
Companys common stock, $0.01 par value per share (the Common
Stock) and the attached preferred stock purchase rights
issued under the Original Rights Agreement with the ability to
exempt an offer to acquire, or engage in another business
combination transaction involving, the Company that is deemed a
Qualifying Offer (as defined in the Amended and Restated
Rights Agreement) from the terms of the Amended and Restated
Rights Agreement. A Qualifying Offer is, in summary, an offer
determined by a majority of the independent members of the
Companys Board of Directors (the Board) to have specific
characteristics which are generally intended to preclude offers
that are coercive, abusive or highly contingent. Among those
characteristics are that it be (i)a fully financed all-cash
tender offer or an exchange offer offering shares of Common Stock
of the offeror, or a combination thereof, for any and all of the
Companys outstanding Common Stock; (ii)an offer whose per share
offer price and consideration represent a reasonable premium over
the highest reported per share market price of the Companys
Common Stock in the immediately preceding twenty four (24)months
immediately preceding the date on which the offer is commenced;
(iii)an offer that, within twenty (20)business days after the
commencement date of the offer (or within ten (10)business days
after any increase in the offer consideration), does not result
in a nationally recognized investment banking firm retained by
the Board rendering an opinion to the Board that the
consideration being offered to the holders of the Companys Common
Stock is either inadequate or unfair; and (iv)an offer that is
otherwise in the best interests of the Companys stockholders. The
Amended and Restated Rights Agreement provides additional
characteristics necessary for an acquisition offer to be deemed a
Qualifying Offer including if the consideration offered in a
proposed transaction is stock of the acquiror.

to the Amended and Restated Rights Agreement, if the Company
receives a Qualifying Offer and the Board has not redeemed the
outstanding Rights or exempted such Qualifying Offer from the
terms of the Amended and Restated Rights Agreement or called a
special meeting of stockholders (the Special Meeting) for
the purpose of voting on whether to exempt such Qualifying Offer
from the terms of the Amended and Restated Rights Agreement, in
each case by the end of the ninety (90)business day period
following the commencement of such Qualifying Offer, provided
such offer remains a Qualifying Offer during such period, the
holders of ten (10)percent of the Companys Common Stock may
request that the Board call a Special Meeting to vote on a
resolution authorizing the exemption of the Qualifying Offer from
the terms of the Amended and Restated Rights Agreement. If such a
Special Meeting is not held by the ninetieth (90th)business day
following the receipt of such a request from stockholders to call
a Special Meeting, the Qualifying Offer will be deemed exempt
from the terms of the Amended and Restated Rights Agreement on
the tenth (10th)business day thereafter.

A copy of the Amended and Restated Rights Agreement is filed as
Exhibit 4.1 hereto and incorporated herein by reference. The
foregoing description of the Amended and Restated Rights
Agreement, including, but not limited to, the description of the
characteristics necessary for an acquisition or other business
combination offer to be deemed a Qualifying Offer, does not
purport to be complete and is qualified in its entirety by
reference to the Amended and Restated Rights Agreement.

Item3.03 Material Modification to Rights of Security
Holders.

The information included in Item1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item3.03.

Item5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

In connection with the adoption of the Amended and Restated
Rights Agreement, on March15, 2017, the Company intends to file
an Amended and Restated Certificate of Designation of Series A
Junior Participating Preferred Stock (the Amended and Restated
Certificate of Designation) with the Secretary of State of
the State of Delaware. The Amended and Restated Certificate of
Designation, which sets forth the rights, powers and preferences
of the Preferred Shares (as defined in the Amended and Restated
Rights Agreement), amends the Certificate of Designation of the
Series A Junior Participating Preferred Stock filed with the
Secretary of State of the State of Delaware on February9, 2017
(the Original Certificate of Designation). The Original
Certificate of Designation was amended and restated to reference
the Amended and Restated Rights Agreement rather than the
Original Rights Agreement and, accordingly, the Amended and
Restated Certificate of Designation does not change any of the
rights, powers and preferences of the Preferred Shares that were
set forth in the Original Certificate of Designation.

A copy of the Amended and Restated Certificate of Designation is
filed as Exhibit 3.1 hereto and incorporated herein by reference.
The foregoing description of the Amended and Restated Certificate
of Designation does not purport to be complete and is qualified
in its entirety by reference to the complete text of the Amended
and Restated Certificate of Designation.

Item8.01.Other Events.

On March15, 2017, the Company issued a press release announcing
the Boards adoption of the Amended and Restated Rights Agreement
and that the Companys stockholders would be voting on the
ratification of the Amended and Restated Rights Agreement at the
Companys 2017 Annual Meeting of Stockholders. A copy of this
press release is filed as Exhibit 99.1 hereto.

Item9.01Financial Statements and Exhibits.

(d)Exhibits

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).

Tempur Sealy International, Inc. (NYSE:TPX) Recent Trading Information

Tempur Sealy International, Inc. (NYSE:TPX) closed its last trading session 00.00 at 44.70 with 1,276,446 shares trading hands.