Tempur Sealy Completes Mattress Firm Acquisition

TL;DR

Tempur Sealy officially bought Mattress Firm on Feb 5th, closing a massive deal.

AI Summary

On February 5, 2025, Tempur Sealy International, Inc. filed an 8-K/A to report the completion of its acquisition of Mattress Firm. The filing also disclosed the creation of a direct financial obligation and potential unregistered sales of equity securities related to the transaction.

Why It Matters

This significant acquisition by Tempur Sealy International, Inc. of Mattress Firm marks a major consolidation in the bedding industry, potentially impacting market competition and consumer choice.

Risk Assessment

Risk Level: medium — The filing indicates potential unregistered sales of equity securities and the creation of new financial obligations, which could introduce financial or regulatory risks.

Key Players & Entities

• Tempur Sealy International, Inc. (company) — Registrant and acquirer
• Mattress Firm (company) — Acquired company
• February 5, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value TPX New York Stock Exchange
• $2,715,000,000 — price paid by the Company consisted of $2,715,000,000 in cash, subject to adjustment as provi
• $625 million — which provided for, among other things, $625 million delayed draw term A loan commitments (t
• $1,600 million — an in the aggregate principal amount of $1,600 million (the "Term B Loan"). The proceeds of th
• $679.5 million — its Delayed Draw Term A Commitments and $679.5 million of revolving commitments under its seni
• $1,592 million — it facility. In addition, approximately $1,592 million of proceeds in respect of the Term B Lo

Filing Documents

• tpx-20250205.htm (8-K/A) — 41KB
• a20250205pressreleasemattr.htm (EX-99.1) — 18KB
• image.jpg (GRAPHIC) — 31KB
• 0001206264-25-000025.txt ( ) — 231KB
• tpx-20250205.xsd (EX-101.SCH) — 2KB
• tpx-20250205_lab.xml (EX-101.LAB) — 21KB
• tpx-20250205_pre.xml (EX-101.PRE) — 12KB
• tpx-20250205_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On February 5, 2025, Tempur Sealy International, Inc. (the "Company"), Lima Holdings Corporation, a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and Lima Deal Corporation LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("Merger Sub 2"), consummated the previously announced acquisition of Mattress Firm Group Inc., a Delaware corporation ("Mattress Firm"), pursuant to the Agreement and Plan of Merger dated as of May 9, 2023, as amended (the "Merger Agreement"), by and among the Company, Merger Sub, Merger Sub 2, Mattress Firm and Steenbok Newco 9 Limited, solely in its capacity as stockholder representative (the "Stockholder Representative"). Under the Merger Agreement, Merger Sub merged with and into Mattress Firm (the "First Merger"), with Mattress Firm surviving and becoming a wholly owned subsidiary of the Company (the "Surviving Corporation"). Immediately after the First Merger, the Surviving Corporation merged with and into Merger Sub 2 (together with the First Merger, the "Merger"), with Merger Sub 2 surviving as a wholly owned subsidiary of the Company. The aggregate purchase price paid by the Company consisted of $2,715,000,000 in cash, subject to adjustment as provided in the Merger Agreement (the "Cash Consideration") and approximately 34.2 million shares of the Company's common stock, with the value of any fractional shares paid in cash (the "Stock Consideration"). The Company issued the Stock Consideration in reliance on the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is filed as Exhibit

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the terms of the Merger Agreement, the Board of Directors (the "Board") of the Company approved an increase of the size of the Board from 7 to 8 members effective February 5, 2025 and filled the newly created vacancy by appointing Peter R. Sachse, as an independent director, to serve on the Board, effective on the same day. Consistent with all of the Company's directors, Mr. Sachse's term will expire at the Company's Annual Meeting of Stockholders for the year 2025 or until his successor is duly elected and qualified. In connection with Mr. Sachse's appointment to the Board, Mr. Sachse will receive a director equity award under the Company's 2021 Amended and Restated Non-Employee Director Compensation Plan, representing a pro rata allocation of the annual director equity award based on an effective date of February 5, 2025 and will receive compensation as non-employee director in accordance with the Company's director compensation program as described in its 2024 Proxy Statement, dated March 26, 2024. Background of New Director Mr. Sachse serves as the CEO of Tailored Brands, Inc., a men's omnichannel retailer. He was appointed to the Tailored Brands Board of Directors in March of 2021, served as interim Co-CEO, from March of 2021 through March of 2022, then served as Co-CEO from March 2022 to January 2024 at which time he was appointed as sole CEO. Previously, Mr. Sachse spent 34 years in various positions at Macy's, Inc., including as the Chief Growth Officer from February 2016 until January 2017, Chief of Innovation and Business Development from February 2015 to February 2016, Chief Stores Officer from February

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 5, 2025, the Company issued a press release announcing the closing of the Merger. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01. The information disclosed pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The financial statements required to be filed under Item 9.01(a) of this Current Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information. The pro forma financial information required to be filed under Item 9.01(b) of this Current Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated 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 on May 10, 2023). 99.1 Press Release dated February 5, 2025, titled "Tempur Sealy Successfully Completes Acquisition of Mattress Firm" . 104 Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 6, 2025 Tempur Sealy International, Inc. By: /s/ Bhaskar Rao Name: Bhaskar Rao Title: Executive Vice President & Chief Financial Officer