TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX) Files An 8-K Entry into a Material Definitive Agreement

TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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On April5, 2019, Tempur Sealy International,Inc. (the “Company”) and Tempur Sealy Receivables,LLC (the“Borrower”) entered into an amendment (the “Amendment”) to the Credit and Security Agreement (the “Credit Agreement”) dated as of April12, 2017, with Wells Fargo Bank, National Association as lender (the “Lender”). The Borrower is a wholly owned special purpose subsidiary of Tempur-Pedic North America, LLC (“TPNA”). The Amendment extends the maturity date of the Credit Agreement to April6, 2021. The Credit Agreement was filed with the U.S. Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form8-K dated April18, 2017. Except for the maturity date extension, the material terms and conditions of the Credit Agreement as amended by the Amendment and the related loan documents, including the receivables sales agreements between TPNA, as seller and contributor, and the Borrower as purchaser and contributee, and between Sealy Mattress Manufacturing Company,LLC, as seller, and TPNA, as purchaser (together, the “RSAs”) are substantially similar to the existing Credit Agreement and RSAs. Certain rights under the RSAs, along with other assets, continue to secure the obligations of the Borrower under the Credit Agreement.

The Credit Agreement provides for revolving loans (the“Loans”) to be made from time to time by the Lender to the Borrower in a maximum amount that varies over the course of the year based on seasonality and is subject to an overall limit of $120million. The Loans will bear interest at a floating rate equal to a one month floating LIBOR index plus 80 basis points. The Credit Agreement permits the Company to make voluntary prepayments and commitment reductions without the payment of any prepayment fees upon proper notice and subject to minimum dollar amounts. The Credit Agreement contains certain representations and warranties, conditions, covenants and customary events of default.

The foregoing summary of the Amendment, the Credit Agreement and the RSAs does not purport to be complete and is qualified in its entirety by reference to (i)the Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form10-Q for the quarter ended March31, 2019 and (ii)the Credit Agreement and the RSAs, copies of which were filed with the U.S. Securities and Exchange Commission as exhibits to the Company’s Current Report on Form8-K dated April18, 2017.

The Lender and its affiliates have various relationships with the Company involving the provision of financial services from time to time, including other credit facilities with the Company and its affiliates, investment banking, cash management, equipment leasing and other services.

Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 1.01.

About TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX)

Tempur Sealy International, Inc. is a bedding provider. The Company develops, manufactures, markets and distributes bedding products. It operates in two segments: North America, which consists of Tempur and Sealy manufacturing and distribution subsidiaries, joint ventures and licensees located in the United States and Canada, and International, which consists of Tempur and Sealy manufacturing and distribution subsidiaries, joint ventures and licensees located in Europe, Asia-Pacific and Latin America. Its brands include TEMPUR, Tempur-Pedic, Sealy, Sealy Posturepedic, Optimum and Stearns & Foster. It sells products through over two distribution channels in each segment: retail (furniture and bedding retailers, department stores, specialty retailers and warehouse clubs), and other (direct-to-consumer through e-commerce platforms, company-owned stores and call centers, third-party distributors, hospitality and healthcare customers).

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