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Somnigroup International, Inc. Announces Definitive Agreement to Acquire Leggett & Platt

Somnigroup International Inc. and Leggett & Platt, Incorporated announced that the companies have signed a definitive agreement pursuant to which Somnigroup will acquire Leggett & Platt in an all-stock transaction valued at approximately $2.5 billion based on Somnigroup's closing share price on April 10, 2026.

Agreement Highlights:

  1. Continues Somnigroup’s vertical integration strategy, enhancing consumer-centric innovation;
  2. Expands its addressable markets in bedding and opens up other non-bedding industries;
  3. Reduces financial leverage and drives operating cash flow;
  4. Drives immediate adjusted EPS accretion before synergies; and
  5. Creates meaningful synergy opportunities.

Under the terms of the agreement, Leggett & Platt shareholders will receive 0.1455 shares of Somnigroup common stock in exchange for each share of Leggett & Platt common stock they own. As a result of the transaction, Leggett & Platt's shareholders will own approximately 9% of the combined company on a fully diluted basis. The agreement has been unanimously approved by the Boards of Directors of Somnigroup and Leggett & Platt.

The transaction is currently anticipated to close by year-end 2026, subject to the satisfaction of customary closing conditions, including approval by Leggett & Platt's shareholders and receipt of applicable regulatory approvals. The transaction does not require Somnigroup shareholder approval.

Following the close of the transaction, Leggett & Platt is expected to operate as a separate business unit within Somnigroup, similar to Tempur Sealy, Mattress Firm, and Dreams, and to maintain its offices in Carthage, Missouri. Leggett & Platt's Chairman and CEO, Karl Glassman, will continue to lead Leggett & Platt following the closing date and will assist with a seamless transition to a new CEO of the Leggett & Platt business unit within twelve months of the closing date. 

Somnigroup and Leggett & Platt have collaborated for nearly 50 years to drive innovation in the bedding market. With a deep, longstanding partnership and strong cultural alignment, the companies know each other well, and the combination is expected to further strengthen their ability to deliver innovative bedding products. Together, after giving effect to the transaction, including elimination of intercompany sales, the combined company generated 2025 net sales of approximately $11.2 billion, approximately $1.7 billion of adjusted EBITDA, and $1.1 billion of operating cash flow. The combined company is expected to operate 175 manufacturing facilities across 36 countries worldwide, supported by a global workforce of more than 36,000 colleagues. The combined company will continue to honor Leggett & Platt's existing supply agreements with customers in the bedding industry.

Leggett & Platt is a diversified manufacturer that designs and produces a broad variety of engineered components and products that can be found in many homes and automobiles. It is a leading supplier of bedding components and solutions; automotive seat comfort and convenience systems; home and work furniture components; geo components; flooring underlayment; and hydraulic cylinders for material handling and heavy construction applications.

Somnigroup Chairman and CEO Scott Thompson said, "We are proud to have Leggett & Platt join Somnigroup. Leggett & Platt's strong engineering capabilities, diversified end users and cash–generating financial profile meaningfully enhance our global platform. This combination is consistent with our vertical integration strategy, which drives innovation and value for customers while also enhancing shareholder value. By bringing a successful supply partner into our group, we accelerate our ability to deliver differentiated, consumer–centric innovation. This combination is evidence of our commitment to disciplined capital allocation centered on long–term shareholder value creation."

Leggett & Platt Chairman and CEO Karl Glassman said, "We are pleased to reach this agreement with Somnigroup, a valued long–standing customer and partner. This transaction provides Leggett & Platt shareholders with the opportunity to participate in the future growth and value creation of a leading global company on a tax deferred basis. On behalf of our Board of Directors and management team, I would like to thank the Leggett & Platt team for their hard work and dedication. For more than 140 years, we have provided our customers with innovation and quality. I believe this combination positions us to continue that track record and deliver compelling strategic and financial value for our customers, employees and shareholders."

Strategic Rationale
The companies expect the combination to leverage the individual strengths of Somnigroup and Leggett & Platt to realize five strategic benefits.

Continues Vertical Integration Strategy, Enhancing Consumer-Centric Innovation.
The combination enables closer collaboration between component engineering, mattress design, and consumer trends, supporting accelerated innovation cycles and more cost effective consumer-centric product constructions.

Expands Addressable Markets in Bedding and Into Non-Bedding Industries.
The combination provides access to incremental addressable markets beyond bedding, expanding long-term growth opportunities and cash flow generation. Additionally, Leggett & Platt's diversified sales streams and geographic presence lessen reliance on any single category, product or geographic market, reducing overall volatility.

Reduces Financial Leverage and Drives Operating Cash Flow.
The combination is expected to lower Somnigroup's net financial leverage and increases financial flexibility. Enhanced balance sheet capacity supports an expanded capital allocation strategy, which we, in turn, expect will drive shareholder value and enhance the combined company's competitive position.

Drives Immediate Adjusted EPS Accretion Before Synergies.
The combination is expected to be accretive to adjusted EPS before synergies in the first year post close*.

Creates Meaningful Synergy Opportunities.
The combination presents cost synergy opportunities with an expected net positive impact on adjusted EBITDA of $50 million on a fully implemented annual run-rate basis. The main categories of anticipated synergies are sourcing, operations and product innovation. We expect that these synergies will be fully realized over a three-year period, with approximately $10 million benefiting adjusted EBITDA in the first twelve months post-closing.

*Post closing, Somnigroup expects Leggett & Platt's financial results will be presented as a new reporting segment within the Somnigroup business. Leggett & Platt's sales to Somnigroup's other reporting segments will be eliminated, with no impact to reported Leggett & Platt segment profits. In 2025, Somnigroup represented 7% of Leggett & Platt's net sales. Additionally, in accordance with GAAP, Somnigroup expects to incur approximately $50 million of annualized non-cash expense from the adjustment to fair value of the acquired Leggett & Platt business, which will primarily impact cost of goods sold, and Somnigroup expects to incur approximately $10 million of annualized non-cash expense from the adjustment to fair value of the acquired Leggett & Platt bonds, which will impact interest expense.

Financial Impact
As of December 31, 2025, Leggett & Platt's net leverage under its credit agreement was 2.4 times adjusted EBITDA. Somnigroup expects to leave Leggett & Platt's existing long-term bond debt in place following the transaction.

Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to Somnigroup. J.P. Morgan Securities LLC is serving as exclusive financial advisor and Latham & Watkins LLP is serving as legal counsel to Leggett & Platt.



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