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(b) Not applicable.
+Added: (c) During the quarter ended June 30, 2023, none of our directors or executive officers adopted any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “10b5-1 trading arrangement”) or any “non-Rule 10b5-1 trading arrangement” (as those terms are defined Regulation S-K, Item 408).
The following is an index of the exhibits included in this report:
+Added: 2.1 Agreement and Plan of Merger, dated as of May 9, 2023, by and among Tempur Sealy International, Inc., Lima Holdings Corporation, Lima Deal Corporation LLC, Mattress Firm Group Inc., and Steenbok Newco 9 Limited, solely in its capacity as Stockholder Representative (filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K as filed May 11, 2023).
3.1 Amended and Restated Certificate of Incorporation of Tempur-Pedic International Inc.
11 unchanged sentences
4.3 Indenture, dated as of September 24, 2021 among Tempur Sealy International, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 10.1 (but numbered 4.1) to the Registrant’s Current Report on Form 8-K as filed on September 24, 2021).
−Removed: 4.4 Form of 3.875% Senior Notes due 2031 (included in Exhibit 10.1 (but numbered 4.1) to the Registrant’s Current Report on Form 8-K as filed on September 24, 2021).
+Added: 4.4 Form of 3.875% Senior Notes due 2031 (included in Exhibit 10.1 (but numbered 4.
+Added: 2 ) to the Registrant’s Current Report on Form 8-K as filed on September 24, 2021).
4.5 Description of Securities (filed as Exhibit 4.12 to the Registrant's Annual Report on Form 10-K as filed on February 22, 2022).
−Removed: 10.1 Second Amended and Restated Credit and Security Agreement (as filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed on April 6, 2023 ) .
+Added: 10.1 Second Amended and Restated Credit and Security Agreement dated April 6, 2023, among Tempur Sealy International, Inc., as master servicer, Tempur Sealy Receivables, LLC, as borrower, the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed April 6, 2023) .
+Added: 10.2 Steinhoff Voting Agreement, dated as of May 9, 2023, between Tempur Sealy International, Inc.
+Added: and the Steinhoff parties thereto (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed May 11, 2023).
+Added: 10.3 Form of Lender Stockholder Support Agreement, dated as of May 9, 2023, between Tempur Sealy International, Inc.
+Added: and the lender stockholders party thereto (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed May 11, 2023 ).
+Added: 10.4 Form of Management Lock-Up Agreement, dated as of May 9, 2023, between Tempur Sealy International, Inc.
+Added: and the management holders party thereto (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K as filed May 11, 2023) .
+Added: 10.5 Amendment No.
+Added: 6 dated May 19, 2023, by and among Tempur Sealy International, Inc, as parent borrower, the several banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, to the Amended and Restated Credit Amendment Agreement dated as of October 16, 2019, as amended (filed as Exhibit 10.1 to the Registrants Current Report on Form 8 - K as filed on May 22, 2023) .
31.1 Certification of Chief Executive Officer, pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 101 The following materials from Tempur Sealy International, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language):
+Added: 101 The following materials from Tempur Sealy International, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language):
(i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements.
−Removed: 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL.
+Added: 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL.
(1) Incorporated by reference.
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TEMPUR SEALY INTERNATIONAL, INC.
−Removed: May 10, 2023 By:
+Added: August 9, 2023 By:
/s/ BHASKAR RAO
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.