Tempur Sealy to acquire Mattress Firm for $2.715B cash + 34.2M shares; FTC second request

SOMNIGROUP INTERNATIONAL INC.

Aggregate consideration: $2.715B cash plus 34.2M Tempur Sealy shares (~19.9% of outstanding).
Post-closing, Mattress Firm shareholders will own ~16.6% of combined entity.
Transaction requires HSR antitrust clearance; FTC has issued second request for information.
Reverse termination fee of $50M payable to Mattress Firm if antitrust approval fails.
Written consents from ~88% of Mattress Firm stockholders (Steinhoff 50.1%, lenders 38.5%) obtained.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SOMNIGROUP INTERNATIONAL INC. entered into Agreement and Plan of Merger with Mattress Firm Group Inc. valued at $2,715,000,000 (effective 2023-05-09).

Action: entry
Agreement: merger
Counterparty: Mattress Firm Group Inc.
Value: $2,715,000,000
Effective: 2023-05-09

Exact text from the filing

On May 9, 2023, Tempur Sealy International, Inc. (“ Tempur ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), with Mattress Firm Group Inc. (“ Mattress Firm ”), Lima Holdings Corporation, a Delaware corporation and wholly owned subsidiary of Tempur, and Lima Deal Corporation LLC, a Delaware limited liability company and a wholly owned subsidiary of Tempur, and Steenbok Newco 9 Limited, solely in its capacity as stockholder representative.

View on SEC.gov

Browse all material agreements →

SOMNIGROUP INTERNATIONAL INC. filing history →

Source: SEC EDGAR

accession 0001206264-23-000125

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.