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Somnigroup (NYSE: SGI) extends $2.9B credit facilities and cuts interest

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Somnigroup International Inc. refinanced and extended its senior secured credit facilities through Amendment No. 5 to its 2023 Credit Agreement. The amended structure consists of a $1.2 billion term loan A and a $1.7 billion revolving credit facility, both maturing on July 27, 2031.

The amendment includes $510.0 million of incremental revolving commitments and provided $700.0 million used to prepay 2025 Refinancing Term B Loans. Management expects approximately $5 million in annual interest expense savings. Interest is based on a base rate or SOFR benchmarks plus margins tied to the company’s Consolidated Total Leverage Ratio.

The revised agreement also incorporates changes related to Somnigroup’s anticipated acquisition of Leggett & Platt and, upon achieving an Investment Grade Rating, permits the release of collateral and guarantees securing the credit facilities, which management characterizes as enhancing financial flexibility and optimizing its capital structure.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Term Loan A principal $1,200.0 million Aggregate principal amount of Term A Loans provided under Amendment No. 5
Revolving Credit Facility commitments $1,700.0 million Total commitments under Somnigroup’s revolving credit facility after Amendment No. 5
Incremental Revolving Commitments $510.0 million Additional revolving credit commitments established by Amendment No. 5
Prepaid 2025 Refinancing Term B Loans $700.0 million Aggregate principal amount of Term B Loans prepaid in connection with the amendment
Senior secured credit facilities size $2.9 billion Total size of Somnigroup’s amended senior secured credit facilities
Expected annual interest expense reduction $5 million Approximate yearly interest savings from using $700 million to repay term loan B
Maturity date of Term A and revolver July 27, 2031 Stated final maturity for the Term A Loans and Revolving Credit Facility
SOFR loan interest margin range 1.125% to 1.875% Applicable margin over Term SOFR or Daily Simple SOFR based on leverage ratio
Term loan A financial
"provides for (i) a term loan A in the aggregate principal amount of $1,200.0 million"
Term Loan A is a portion of a company’s syndicated bank loan that is paid down with regular principal installments over a set period, usually carries lower interest and a shorter maturity than other loan tranches. It matters to investors because its scheduled repayments and interest cost affect a company’s cash flow and borrowing needs; heavy near‑term payments can reduce cash available for dividends, investment or increase refinancing risk, much like a mortgage with larger monthly payments limits household flexibility.
Revolving Credit Facility financial
"the aggregate principal amount of commitments under the Company’s revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Investment Grade Rating financial
"upon the Company’s achievement of an Investment Grade Rating (as defined in the Credit Agreement)"
An investment grade rating is a score assigned by a credit-rating agency indicating that a bond issuer or debt is considered reasonably safe and likely to repay its obligations. Investors treat it like a safety label—similar to a product receiving a good quality seal—because higher ratings mean lower risk of default, usually lower borrowing costs for the issuer, and greater appeal to conservative investors and large funds.
Term SOFR financial
"a Term Benchmark rate (a Term SOFR rate as defined in the Credit Agreement)"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Daily Simple SOFR financial
"an RFR Loan rate (a Daily Simple SOFR rate as defined in the Credit Agreement)"
Daily simple SOFR is a widely published short-term interest benchmark based on actual overnight secured borrowing costs in the U.S. Treasury repo market; the “daily simple” version means the single-day rate is applied directly to calculate interest for that day rather than being compounded over multiple days. Investors care because it sets the interest paid or earned on floating-rate loans, bonds and cash products, so small daily changes change cash flows, borrowing costs and valuations—think of it as the daily retail price that determines what you pay or receive for short-term money.
Consolidated Total Leverage Ratio financial
"the applicable margin is based on the Company’s Consolidated Total Leverage Ratio"
Consolidated total leverage ratio measures how much a company owes compared with the profit it generates, calculated across all its units together. Think of it as the company’s total net debt divided by a measure of annual operating cash profit; like comparing how much mortgage you owe to your yearly take-home pay. Investors use it to judge risk: a higher ratio means more debt burden and greater vulnerability to shocks, while a lower ratio suggests a stronger ability to service debt and sustain operations.

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FAQ

What did Somnigroup (SGI) change in its credit facilities on July 27, 2026?
Somnigroup International Inc. (SGI) amended its 2023 Credit Agreement via Amendment No. 5, creating a $1.2 billion term loan A and a $1.7 billion revolving credit facility maturing on July 27, 2031, while refinancing earlier term loans and updating key covenants and terms.

How large are Somnigroup (SGI)'s refinanced credit facilities?
The refinanced senior secured credit facilities total $2.9 billion, consisting of a $1.2 billion term loan A and a $1.7 billion revolving credit facility. Amendment No. 5 also adds $510.0 million of incremental revolving commitments within this overall capital structure.

When do Somnigroup (SGI)'s new term loan A and revolver mature?
Both the $1.2 billion term loan A and the $1.7 billion revolving credit facility now mature on July 27, 2031. This extension replaces earlier maturities under the 2023 Credit Agreement, lengthening the company’s debt profile for its senior secured bank facilities.

How does Somnigroup (SGI)'s refinancing affect interest expense?
Somnigroup used $700.0 million of incremental liquidity to repay a portion of its term loan B, and it expects this to reduce annual interest expense by approximately $5 million. Management describes this as lowering its cost of capital and improving financial flexibility.

What changes support Somnigroup (SGI)'s anticipated Leggett & Platt acquisition?
Amendment No. 5 includes modifications to the Credit Agreement made in connection with Somnigroup’s anticipated acquisition of Leggett & Platt, Incorporated. While specific covenant details are not outlined here, the amendment is tailored to accommodate that planned transaction within the company’s financing framework.

What interest rate options are available under Somnigroup (SGI)'s amended Credit Agreement?
Borrowings can bear interest at a base rate plus 0.125%–0.875%, a Term Benchmark (Term SOFR) plus 1.125%–1.875%, or a Daily Simple SOFR rate plus 1.125%–1.875%. The applicable margin in each case depends on Somnigroup’s Consolidated Total Leverage Ratio.
false000120626400012062642026-07-272026-07-27

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 27, 2026

SOMNIGROUP INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware001-3192233-1022198
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)


100 Crescent Ct. Suite 700
Dallas, Texas  75201
(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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, $0.01 par valueSGINew York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐
    
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






Item 1.01. Entry into a Material Definitive Agreement

Amendment No. 5 to the Credit Agreement

On July 27, 2026, Somnigroup International Inc. (the “Company”), Tempur-Pedic Management, LLC and Somnigroup Management, LLC (the “Additional Borrowers”) and certain subsidiaries of the Company (the “Subsidiary Guarantors”) entered into Amendment No. 5 (“Amendment No. 5”) among several banks and other financial institutions party thereto (the “2026 Refinancing Term A Lenders”) and Bank of America, N.A., as administrative agent, to the Company's 2023 Credit Agreement dated as of October 10, 2023 (as amended, supplemented or otherwise modified as of the effective date of Amendment No. 5, including by Amendment No. 5, the “Credit Agreement”), among several banks and other financial institutions party thereto and Bank of America, N.A., as administrative agent.

Amendment No. 5 provides for (i) a term loan A in the aggregate principal amount of $1,200.0 million (the “Term A Loans”) and (ii) an incremental revolving commitment in the aggregate principal amount of $510.0 million (the “Incremental Revolving Commitments”). The proceeds of the Term A Loans were used to refinance in full the Initial Term A Loans, including the 2024 Delayed Draw Term A Loans (each as defined in the Credit Agreement), outstanding under the Credit Agreement, and for general corporate purposes. Any amounts borrowed under the Incremental Revolving Commitments shall be available for general corporate purposes. After giving effect to Amendment No. 5, the aggregate principal amount of commitments under the Company’s revolving credit facility (including the Incremental Revolving Commitments, the “Revolving Credit Facility”) was $1,700.0 million.

The maturity date of the Term A Loans is July 27, 2031. At the Company’s or an Additional Borrower’s election, loans made under credit facilities established pursuant to the Credit Agreement will bear interest at either (i) a base rate plus an applicable margin of 0.125% to 0.875%, (ii) a “Term Benchmark” rate (a Term SOFR rate as defined in the Credit Agreement) plus an applicable margin of 1.125% to 1.875% or (iii) an “RFR Loan” rate (a Daily Simple SOFR rate as defined in the Credit Agreement) plus an applicable margin of 1.125% to 1.875%. In each of the foregoing cases, the applicable margin is based on the Company’s Consolidated Total Leverage Ratio (as defined in the Credit Agreement) as of the most recent fiscal quarter.

Pursuant to Amendment No. 5, the maturity date of the Revolving Credit Facility was extended to July 27, 2031.

In connection with Amendment No. 5, the Company prepaid an aggregate principal amount of $700.0 million of the outstanding 2025 Refinancing Term B Loans (as defined in the Credit Agreement) (including accrued and unpaid interest in respect thereof).

Amendment No. 5 also amends the Credit Agreement to, among other things, (i) make certain modifications in connection with the Company’s anticipated acquisition of Leggett & Platt, Incorporated and (ii) subject to certain conditions, provide for the release of collateral and guarantees securing the obligations under the Credit Agreement upon the Company’s achievement of an Investment Grade Rating (as defined in the Credit Agreement).

The above description of Amendment No. 5 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 5, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Some of the lenders under the Credit Agreement and their affiliates have various relationships with the Company involving the provision of financial services, including other credit facilities with affiliates of the Company, cash management, investment banking, trust and other services.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On July 27, 2026, the Company issued a press release regarding the credit facilities. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated herein by reference.



The information provided in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
ExhibitDescription
10.1+
Amendment No. 5 dated as of July 27, 2026 by and among Somnigroup International Inc., as parent borrower, Tempur-Pedic Management, LLC and Somnigroup Management LLC, as additional borrowers, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as administrative agent.
99.1
Press Release dated July 27, 2026 titled “Somnigroup Announces Refinancing of Credit Facilities”.
104Cover page interactive data file (embedded within the Inline XBRL document)

+ Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit. The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission or its staff upon request.




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 27, 2026
Somnigroup International Inc.
By:/s/ Bhaskar Rao
Name:Bhaskar Rao
Title:Executive Vice President & Chief Financial Officer




Somnigroup Announces Refinancing of Credit Facilities

– Lowers Cost of Capital, Extends Duration

DALLAS, TX, July 27, 2026 – Somnigroup International Inc. (NYSE: SGI, "Company" or "Somnigroup") today announced that it has successfully completed the amendment of its $2.9 billion senior secured credit facilities, which include a $1.7 billion revolver and a $1.2 billion term loan A.

The agreement amends and extends Somnigroup's existing credit facilities while providing an incremental $700 million of liquidity. The Company utilized the incremental $700 million to repay a portion of its term loan B outstanding, reducing expected annual interest expense by approximately $5 million.

Somnigroup Chairman and CEO Scott Thompson said, "We are pleased to complete the refinancing of our credit facilities, lowering our cost of capital, extending our debt maturities, and enhancing our financial flexibility. The transaction positions the company for future growth while optimizing our capital structure."

Thompson added, "We appreciate the strong support from our numerous lending partners from around the world that participated in this transaction. Their commitment reflects their confidence in our business, and long-term strategic objectives."

Additional details regarding the refinanced credit facilities are available in the Company's Current Report on Form 8-K filed today with the Securities and Exchange Commission.

Forward-Looking Statements

This communication contains statements that may be characterized as "forward-looking," within the meaning of the federal securities laws. Such statements might include information concerning one or more of Somnigroup's plans, guidance, objectives, goals, strategies and other information that is not historical information. When used in this release, the words "assumes," "estimates," "expects," "guidance," "anticipates," "might," "projects," "plans," "proposed," "targets," "intends," "believes," "will," "contemplates," "outlook" and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding Somnigroup’s expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities and plans and objectives of management. Any forward-looking statements contained herein are based upon current expectations and beliefs and various assumptions. There can be no assurance that Somnigroup will realize these expectations, meet its guidance or that these beliefs will prove correct.

About Somnigroup
Somnigroup (NYSE: SGI) is the world's leading bedding company, dedicated to transforming how the world sleeps. With superior capabilities in design, manufacturing, distribution and retail, we deliver breakthrough sleep solutions and serve the evolving needs of consumers in more than 100 countries worldwide through our fully-owned businesses, Tempur Sealy, Mattress Firm and Dreams.
Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy®, Stearns & Foster®, and Sleepy's®, and our global omni-channel platform enables us to meet consumers wherever they shop, offering a personal connection and innovation to provide a unique retail experience and tailored solutions.



Somnigroup Investor Relations Contact

Lauren Avritt
Investor Relations
Somnigroup International Inc.
Investor.relations@somnigroup.com


Source: View Original Filing on SEC EDGAR

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