Tempur Sealy International, Inc.
Extract: Poison Pill Activity: Termination (proactive) from a 8-K on 09/14/2020   Download
SEC Document
SEC Filing
On March 27, 2020, the Board of Directors (the “Board”) of Tempur Sealy International, Inc., a Delaware corporation ("Tempur Sealy" or the "Company"), authorized and declared a dividend distribution of one right (a "Right") for each outstanding share of the common stock, $0.01 par value per share (the "Common Shares"), of the Company to stockholders of record at the close of business on April 7, 2020. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of the Series A Junior Participating Preferred Stock, $0.01 par value per share (the "Preferred Shares"), of the Company at an exercise price of $273.00 per one one-thousandth of a Preferred Share, subject to adjustment. The complete terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated as of March 27, 2020, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent.

The terms of the Rights Agreement provide that the Rights will expire at the close of business on March 26, 2021 or such other date as may be established by the Board (the “Final Expiration Date”) prior to the Stock Acquisition Date (as defined in the Rights Agreement) unless earlier redeemed or exchanged. The Stock Acquisition Date has not yet occurred, and on September 11, 2020, the Board established the Final Expiration Date to be the close of business on September 14, 2020 rather than March 26, 2021, which in effect accelerates the expiration of the Rights and the resulting termination of the Rights Agreement. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s Common Shares pursuant to the Rights Agreement will expire.