Somnigroup International Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Home Furnishings
Consumer Discretionary
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
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 24, 2025
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Item 1.01. Entry into a Material Definitive Agreement
Amendment No. 4 to the Credit Agreement
On June 24, 2025, Somnigroup International Inc. (the "Company"), Tempur-Pedic Management, LLC (the "Additional Borrower") and certain subsidiaries of the Company (the "Subsidiary Guarantors") entered into Amendment No. 4 ("Amendment No. 4") among several banks and other financial institutions party thereto (the "2025 Refinancing Term B 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. 4, including by Amendment No. 4, the "Credit Agreement"), among several banks and other financial institutions party thereto and Bank of America, N.A., as administrative agent.
Pursuant to Amendment No. 4, the Company repriced its existing term B loans due October 2031 outstanding under the Credit Agreement (the "Term B Loans"), reducing the applicable margin on the Term B Loans by 0.25% to, at the Company's or the Additional Borrower's election, (i) a base rate plus an applicable margin of 1.25%, (ii) a "Term Benchmark" rate (a Term SOFR rate as defined in the Credit Agreement) plus an applicable margin of 2.25% or (iii) an "RFR Loan" rate (a Daily Simple SOFR rate as defined in the Credit Agreement) plus an applicable margin of 2.25%, subject, in each case, to an additional 0.25% rate reduction based on the Company's consolidated total leverage ratio. In connection with the repricing, the Company prepaid $100.0 million of the outstanding Term B Loans (including accrued and unpaid interest in respect thereof) with a borrowing under the revolving credit facility under the Credit Agreement. The repriced Term B Loans will be subject to a prepayment premium in connection with certain repricing transactions that occur on or prior to the six-month anniversary of Amendment No. 4.
Amendment No. 4 did not make any other material changes to the terms and conditions of the Credit Agreement representations and warranties, events of default, or affirmative and negative covenants.
The above description of Amendment No. 4 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 4, 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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover page interactive data file (embedded within the Inline XBRL document). | |||||||
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: June 24, 2025
| Somnigroup International Inc. | ||||||||
| By: | /s/ Bhaskar Rao | |||||||
| Name: | Bhaskar Rao | |||||||
| Title: | Executive Vice President & Chief Financial Officer | |||||||