お知らせ • Feb 06
Tempur Sealy International, Inc. (NYSE:TPX) completed the acquisition of Mattress Firm Group Inc. from Steenbok Newco 3 Limited, Steenbok Newco 9 Limited and others.
Tempur Sealy International, Inc. (NYSE:TPX) signed a definitive agreement to acquire Mattress Firm Group Inc. from Steenbok Newco 3 Limited, Steenbok Newco 9 Limited and others for $4 billion on May 9, 2023. The transaction is expected to be funded by approximately $2.715 billion of cash consideration (subject to adjustments, including the repayment of Mattress Firm’s debt and other customary items) and $1.3 billion in stock consideration issued to Mattress Firm shareholders, reflecting the issuance of 34.2 million shares of common stock. Following the transaction, Mattress Firm’s and Tempur Sealy’s shareholders will own approximately 16.6% and 83.4% of the combined company, respectively. Following the close of the transaction, Mattress Firm is expected to operate as a separate business unit within the Company. If the merger agreement is terminated due to a failure to obtain antitrust approval, in certain circumstances, Tempur will be required to pay Mattress Firm a reverse termination fee of $50 million. Tempur Sealy expects to expand its existing Board of Directors by appointing two mutually-agreed Mattress Firm directors to the Tempur Sealy Board following the closing of the transaction. Tempur Sealy plans to fund the cash portion of the transaction using a combination of cash on hand and proceeds from a combination of new secured and unsecured financing, a portion of which will be used to repay Mattress Firm’s outstanding debt. Steinhoff International Holdings N.V. (JSE : SNH) through Newco 3 and via Newco 9, holds an equity interest of 50.1% (economic interest of approximately 45% on a fully-diluted basis) in Mattress Firm. Mattress Firm Group reported an EBITDA of $432 million for the twelve month ended on March 28, 2023, representing a multiple of 9.3x. At the closing, Tempur will increase the size of its board of directors by two directors and will appoint two directors from the Mattress Firm board of directors that are mutually agreed to between Tempur and Mattress Firm. Tempur announced that it is launching a proposed senior secured Term Loan B facility in an aggregate principal amount of up to $1.6 billion on September 23, 2024. Tempur Sealy intends to use the proceeds from the Term Loan B, together with cash available and proceeds from other debt, to fund the cash consideration for the previously announced acquisition of Mattress Firm Group.
Transaction is subject to the satisfaction of customary closing conditions and applicable regulatory approvals, including receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval of the transactions by the stockholders of Mattress Firm, the absence of certain challenges or denials in respect of a prior tax filing of Mattress Firm, the number of shares of Mattress Firm common stock seeking appraisal rights in connection with the transactions being less than 7% of the total number of outstanding shares of Mattress Firm common stock and the approval for listing on the New York Stock Exchange of the Stock Consideration. The transaction has been unanimously approved by the board of directors of Tempur Sealy and Mattress Firm. Mattress Firm shareholders holding more than 80% of Mattress Firm’s outstanding shares have signed voting agreements in support of the transaction. The transaction does not require Tempur Sealy shareholder approval. Tempur Sealy has received a request for additional information and documentary material from the Federal Trade Commission (“FTC”) in connection with the FTC's review of the transaction. On July 2, 2024 the Federal Trade Commission voted unanimously to block Tempur Sealy’s acquisition of Mattress Firm Group. The transaction is currently anticipated to close in the second half of 2024. As of November 20, 2023, the transaction is expected to close in mid to late 2024. As of February 16, 2024, the transaction is expected to close in the second half of 2024. As of October 4, 2024, the transaction is expected to close in late 2024 or early 2025. On receipt of the cash consideration on closing, the cash will be used to prepay Newco 3 debt. Proceeds from the sale of shares received as consideration will be used to prepay financial indebtedness. Acquisition is expected to be accretive to adjusted EPS before synergies in the first year post close. Adjusted for the impact of run-rate synergies, acquisition is expected to deliver low double digit adjusted EPS accretion. As of February 2, 2025, the transaction was approved by a federal court in Houston. As of February 4, 2025, FTC has indicated that it will not seek emergency relief from the Fifth Circuit and will not prevent the transaction from closing. The transaction is expected to close on February 5, 2025.
J.P. Morgan Securities LLC is serving as sole financial advisor and Paul J. Shim, Kimberly R. Spoerri and Michael Saliba of Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisors to Tempur Sealy. Goldman Sachs & Co. LLC, Barclays, and Jefferies LLC are serving as financial advisors and Roxane Reardon, Jonathan Corsico, Marisa Stavenas, Sean Dougherty, Sara Razi, Preston Miller, Lindsey Bohl, Andrew Blau, Alisa Tschorke, Sophie Staples, William Smolinski, Lori Lesser, Krista McManus, Toby Chun, Manideepa (Deepa) Sarkar and Christopher Brown of Simpson Thacher & Bartlett LLP is serving as legal counsels to Mattress Firm. Beck Redden & Secrest, L.L.P. served as legal counsel to Tempur Sealy International.
Tempur Sealy International, Inc. (NYSE:TPX) completed the acquisition of Mattress Firm Group Inc. from Steenbok Newco 3 Limited, Steenbok Newco 9 Limited and others on February 5, 2025. The total purchase price was approximately $5 billion. Tempur Sealy International also announced to change its name to Somnigroup International Inc. effective February 18, 2025. At the time of the Company's name change, shares of Somnigroup International Inc. common stock will trade on the NYSE under ticker symbol "SGI". In connection with the closing of this transaction, Tempur Sealy is expanding its Board of Directors through the appointment of Peter Sachse, effective February 5, 2025.
