UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 2020
SLEEP NUMBER CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation)
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| |
| 000-25121 | 41-1597886 |
| (Commission File Number) | (IRS Employer Identification No.) |
1001 Third Avenue South, Minneapolis, MN 55404
(Address of principal executive offices) (Zip Code)
(763) 551-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | SNBR | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
As previously disclosed, Sleep Number Corporation (“Sleep Number”) is party to a $450 million revolving credit facility (the “Credit Agreement”) with a syndicate of banks (the “Lenders”). As of March 16, 2020, approximately $188 million was outstanding under the Credit Agreement. On March 17, 2020, Sleep Number provided notice to the Lenders to borrow an additional $262 million under the Credit Agreement (the “Revolving Loan”), which represents all remaining amounts available under the Credit Agreement.
The Revolving Loan was undertaken to provide increased liquidity and preserve financial flexibility in consideration of the disruption and uncertainty resulting from the COVID-19 pandemic. Proceeds from the Revolving Loan may be used in the future for working capital and other general corporate purposes permitted by the Credit Agreement.
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| ITEM 7.01 | REGULATION FD DISCLOSURE |
As of March 23, 2020, the Company has withdrawn all of its fiscal 2020 financial guidance previously issued on February 19, 2020, due to the uncertainty surrounding the impact of COVID-19. The Company is not providing an updated outlook at this time and has suspended all share repurchases.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | SLEEP NUMBER CORPORATION | | |
| | | (Registrant) | | |
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| Dated: March 23, 2020 | | By: | | /s/ Samuel R. Hellfeld |
| | | Name: | | Samuel R. Hellfeld |
| | | Title: | | Senior Vice President, Chief Legal and Risk Officer |
