TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.

On April 1, 2019, Tempur Sealy International, Inc. (the “Company”) released an investor presentation (the“Investor Presentation”). The Investor Presentation will be used from time to time in meetings with investors. A copy of the Investor Presentation is furnished herewith as Exhibit 99.1

The information disclosed to this Item 7.01 (including Exhibit 99.1) shall not be deemed “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 any such filing.

Item 7.01 Other Events.

On April1, 2019, the Company completed its purchase through its affiliate Sleep Outfitters USA, LLC (“Sleep Outfitters USA”) of substantially all of the assets of Innovative Mattress Solutions,LLC (“iMS”). As previously disclosed, on January11, 2019, iMS, a customer of the Company prior to the Transaction (as defined below), filed a voluntary petition in U.S. Bankruptcy Court for the Eastern District of Kentucky (the “Bankruptcy Court”) seeking relief under Chapter11 of the U.S. Bankruptcy Code (the “iMS Chapter11 Proceedings”). With approval from the Bankruptcy Court, Tempur World, LLC (“Tempur World”), an affiliate of the Company, provided debtor-in-possession financing (the “DIPFinancing”) to iMS in connection with the iMS Chapter11 Proceedings. On February12, 2019, Tempur World submitted a stalking horse bid in the form of an asset purchase agreement (as amended, the“Asset Purchase Agreement”) to which it agreed, subject to certain conditions and the approval of the Bankruptcy Court, to purchase substantially all of the assets of iMS.

On March22, 2019, the Bankruptcy Court authorized and approved the Asset Purchase Agreement and the transaction contemplated thereby (the “Transaction”). On April 1, 2019, Tempur World assigned all of its rights and obligations under the Asset Purchase Agreement to Sleep Outfitters USA. Consistent with the terms of the Asset Purchase Agreement, on April1, 2019 (the “Closing Date”), the Transaction closed and iMS assigned all of its right, title and interest in and to substantially all of its assets and related contractual rights, other than certain specified excluded assets and contractual rights, to Sleep Outfitters USA in exchange for consideration consisting of (i)a credit bid of amounts outstanding as of the Closing Date under the DIP Financing including rolled up pre-petition obligations; (ii)assumption of certain liabilities of iMS; and (iii)a cash payment consisting of, among other things, contract assumption cure costs (collectively, the “Purchase Price”). to the terms of the Asset Purchase Agreement, the Purchase Price totaling approximately $24million is contingent on, and subject to adjustment based on, events occurring up to, including and after the Closing Date.

Item 7.01 Financial Statements and Exhibits.

(d) Exhibits

TEMPUR SEALY INTERNATIONAL, INC. Exhibit
EX-99.1 2 tpx8kexhibit991.htm EXHIBIT 99.1: INVESTOR PRESENTATION DATED APRIL 1,…
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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).