SOMNIGROUP INTERNATIONAL INC. (SGI): M&A transaction — Tempur Sealy closes $5B acquisition of Mattress Firm; plans name change to Somnigroup

SOMNIGROUP INTERNATIONAL INC.

Total purchase price ~$5B: $2.7B cash plus 34.2M shares of Tempur Sealy common stock.
Company renamed to Somnigroup International Inc. effective Feb 18, 2025; ticker changes to SGI.
Pro forma combined sales ~$8B for trailing twelve months ended Dec 31, 2024; ~65% direct-to-consumer.
Appointed Peter Sachse (CEO Tailored Brands) to board; to divest 73 stores and Sleep Outfitters to Mattress Warehouse in Q2 2025.
Financed cash consideration via $625M delayed draw term A, $679.5M revolver, and $1.592B term B loan release from escrow.

item 2.01 item 2.03 item 3.02 item 5.02 item 7.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Peter R. Sachse

Director

SGI · SOMNIGROUP INTERNATIONAL INC.

Effective: 2025-02-05
Filed: February 5, 2025, 6:59 PM ET

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.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Peter R. Sachse was appointed as Director at SOMNIGROUP INTERNATIONAL INC..

Action: appointed
Role: Director

Exact text from the filing

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.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

SOMNIGROUP INTERNATIONAL INC. completed an acquisition involving Mattress Firm Group Inc. for $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 Compan (closed 2025-02-05).

Action: acquisition
Counterparty: Mattress Firm Group Inc.
Consideration: $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 Compan
Closing: 2025-02-05

Exact text from the filing

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

View on SEC.gov

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SOMNIGROUP INTERNATIONAL INC. filing history →

Source: SEC EDGAR

accession 0001206264-25-000023

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