| 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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