Introductory Note
On August 26, 2026 (the “Closing Date”), Sparrow Unity Corporation, a Missouri corporation (“Merger Sub”) and wholly owned indirect subsidiary of Somnigroup International Inc., a Delaware corporation (“Parent”), merged with and into Leggett & Platt, Incorporated, a Missouri corporation (the “Company”), with the Company continuing as the surviving corporation (the “Merger” and the time of consummation thereof, the “Effective Time”) pursuant to the previously announced Agreement and Plan of Merger, dated as of April 13, 2026 (the “Merger Agreement”), by and among the Company, Parent and Merger Sub. As a result of the Merger, the Company became a wholly owned indirect subsidiary of the Parent (the “Surviving Corporation”). Capitalized terms used herein but not otherwise defined have the respective meanings set forth in the Merger Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
Repayment and Termination of Credit Agreement
On August 26, 2026, in connection with the Merger, the Company terminated and repaid in full all outstanding obligations (approximately $277,000 in aggregate) due under that certain Fifth Amended and Restated Credit Agreement, dated July 24, 2025, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”).
Termination of Commercial Paper Agreement
On August 26, 2026, in connection with the Merger, the Company also terminated its commercial paper program, pursuant to the Commercial Paper Issuing and Paying Agent Agreement between U.S. Bank National Association and the Company, dated December 2, 2014. At the time the commercial paper program was terminated, the Company had no commercial paper outstanding.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the Effective Time, each share of Company common stock, par value $0.01 per share (“Company common stock”), issued and outstanding immediately prior to the Effective Time (other than shares of Company common stock held, directly or indirectly, by the Company (as treasury shares or otherwise), any Company subsidiary, or Parent or any Parent subsidiary, in each case, immediately prior to the Effective Time, which were automatically cancelled, and other than dissenting shares) was automatically converted into the right to receive 0.1455 shares (the “Exchange Ratio”) of Parent’s common stock, par value $0.01 per share (“Parent common stock”), with cash paid in lieu of any fractional shares, if applicable (the “Merger Consideration”).
The Parent common stock was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Parent’s registration statement on Form S-4 (File No. 333-296998), declared effective by the Securities and Exchange Commission (the “SEC”) on July 9, 2026.
Pursuant to the Merger Agreement, as of the Effective Time, (i) each outstanding restricted share of Company common stock fully vested and was converted into the right to receive the Merger Consideration, (ii) each outstanding option to acquire shares of Company common stock (a “Company Option”) was assumed by Parent and converted into an option to acquire shares of Parent common stock (a “Parent Option”), with the number of shares of Parent
