LEGGETT & PLATT INC 8-K

What Happened
Leggett & Platt, Incorporated (LEG) and Somnigroup International Inc. (Parent), together with Parent’s subsidiary Sparrow Unity Corporation (Merger Sub), entered into an Agreement and Plan of Merger on April 13, 2026. Under the agreement, Merger Sub will merge with and into Leggett & Platt, with Leggett & Platt surviving as a direct, wholly owned subsidiary of Somnigroup. The boards of both companies unanimously approved the Merger. At the Effective Time, each outstanding share of Leggett & Platt common stock (other than certain excluded shares) will be converted into the right to receive 0.1455 shares of Somnigroup common stock (the “Exchange Ratio”), with cash in lieu for fractional shares. The transaction is expected to qualify as a tax‑free reorganization for U.S. federal income tax purposes. After closing, Leggett & Platt shares will be delisted from the NYSE and deregistered under the Exchange Act.

Key Details

• Exchange Ratio: 0.1455 shares of Somnigroup common stock for each LEG share; ratio adjustable for stock splits/reclassifications; fractional shares paid in cash.
• Closing conditions: requires Leggett & Platt shareholder approval, antitrust and foreign investment approvals (Hart‑Scott‑Rodino and other Required Approvals), NYSE listing approval for Somnigroup shares issued to LEG holders, effectiveness of a Form S‑4 registration statement, and customary reps, covenants and no material adverse effect.
• Treatment of equity awards: outstanding LEG options and most RSUs will be assumed and converted into Somnigroup equivalents using the Exchange Ratio; outstanding PSUs with unfinished performance periods will be converted to RSUs with performance deemed achieved at maximum (200% of target × Exchange Ratio); deferred‑compensation stock units convert to notional cash reinvested per participant directions.
• Timing and break fees: outside date of January 13, 2027 (extendable to April 13, 2028 under certain conditions). If the deal fails due to lack of Required Approvals or related legal impediment, Somnigroup pays LEG $80 million. If LEG terminates to accept a Superior Proposal before shareholder approval, LEG must pay Somnigroup a $64 million termination fee.
• Public materials: a joint press release and investor presentation were filed with the 8‑K.

Why It Matters
This is a definitive acquisition agreement that will convert LEG shareholders into holders of Somnigroup stock (not cash), subject to shareholder and regulatory approvals. Investors should note the fixed Exchange Ratio, potential NYSE delisting of LEG shares upon closing, and the regulatory and shareholder votes required to complete the transaction. Employee and option holders have defined conversion mechanics (options assumed, RSUs/PSUs converted), which preserves economic value but changes the form of equity. The filing also discloses meaningful break‑fees and an outside date, which set deadlines and financial remedies if the deal fails.