UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 Or 15(d)
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Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On November 16, 2021, Leggett & Platt, Incorporated (the “Company,” “we” or “our”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, MUFG Securities Americas Inc., and U.S. Bancorp Investments, Inc., as Representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $500 million aggregate principal amount of its 3.50% Senior Notes due 2051 (the “Notes”). The public offering price of the Notes was 99.705% of the principal amount. The Company received net proceeds (before expenses) of $494,150,000 and intends to use the net proceeds from the sale of the Notes for general corporate purposes, which will include the repayment or refinancing of existing indebtedness, including the repayment of our commercial paper indebtedness incurred for general corporate purposes and may include the repayment of our 3.40% Senior Notes due August 15, 2022 at maturity. Before we use the net proceeds for these purposes, we may invest them in short term investments. The Company closed the $500 million senior note transaction on November 19, 2021.
The offering was made pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-256535) and a related prospectus supplement, each filed with the Securities and Exchange Commission.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is attached to this Current Report on Form 8-K as Exhibit 1.1.
Senior Notes due 2051
On November 19, 2021, the Company issued $500 million aggregate principal amount of its 3.50% Senior Notes due 2051 pursuant to the Underwriting Agreement. The Notes were issued under a Senior Indenture, dated as of May 6, 2005, between the Company and U.S. Bank National Association, as successor trustee (the “Indenture”). The Notes rank equally with all of the Company’s other unsecured and unsubordinated debt.
The Notes mature on November 15, 2051 unless earlier redeemed. They were issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will bear interest at a rate of 3.50% per year, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2022. Interest will be computed on the basis of a 360-day year of twelve 30-day months, and begins accruing from November 19, 2021.
On or after May 15, 2051 (six months prior to the maturity date of the Notes (the “Par Call Date”)), we may redeem the Notes, in whole or in part, at any time and from time to time, on at least 15 days, but not more than 60 days, prior notice delivered to each holder of the Notes to be redeemed, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.
Prior to the Par Call Date, we may redeem the Notes, in whole or in part, at any time and from time to time, at our option, at a redemption price equal to the greater of:
• | 100% of the principal amount of the Notes being redeemed; and |
• | the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes to be redeemed matured on the Par Call Date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the Form of Note attached hereto as Exhibit 4.3), plus 25 basis points; |
in each case, plus accrued and unpaid interest on the Notes to, but excluding, the redemption date.
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If we experience a “Change of Control Repurchase Event” (as defined in the Form of Note), we will be required, unless we have exercised our right to redeem the Notes (as described above), to offer to repurchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.
The Indenture includes covenants that limit the ability of the Company and its majority owned subsidiaries to, among other things: incur secured debt in excess of 15% of the Company’s consolidated assets, enter into sale and lease-back transactions and consolidate, merge or transfer substantially all of the Company’s assets to another entity. The covenants are subject to a number of important exceptions and qualifications set forth in the Indenture. If any Event of Default (as defined in the Indenture) occurs and is continuing, including a default in the payment of principal or interest, the Notes may (subject to conditions set forth in the Indenture) be declared due and payable.
The Underwriters and/or their affiliates have provided and in the future may provide investment banking, commercial banking, corporate trust and/or advisory services to the Company and its affiliates from time to time for which they have received and in the future may receive customary fees and expenses and may have entered into and in the future may enter into other transactions with the Company. U.S. Bank National Association, the successor Trustee under the Indenture, is an affiliate of U.S. Bancorp Investments, Inc., an underwriter.
The foregoing is only a summary of certain terms and conditions of the Underwriting Agreement, Indenture and the Form of Note and is qualified in its entirety by reference to the Underwriting Agreement, Indenture and the Company Officers’ Certificate pursuant to Section 3.1 of the Indenture with Form of Note, which are attached hereto and incorporated herein by reference as Exhibits 1.1, 4.1 and 4.3, respectively. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or foreign country in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or foreign country. This Current Report is also being filed for the purpose of filing exhibits to the Registration Statement (SEC No. 333-256535) relating to the offering of the Notes, and Exhibits 1.1, 4.3 and 5.1 are hereby incorporated into the Registration Statement by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 hereof, including exhibits, is incorporated into this item.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
* | Denotes filed herewith. |
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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.
LEGGETT & PLATT, INCORPORATED | ||||||
Date: November 19, 2021 | By: | /s/ SCOTT S. DOUGLAS | ||||
Scott S. Douglas | ||||||
Senior Vice President – General Counsel and Secretary |
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