M&A - TEMPUR SEALY INTERNATIONAL, INC.

Form Type: 10-Q

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: New

Accession Number: 000120626425000116

Filing Summary: Somnigroup International Inc. filed its quarterly report for the period ended March 31, 2025, reporting net sales of $1.604 billion, an increase from $1.189 billion the previous year. The financial statements revealed a loss of $33.1 million, significantly impacted by operating income and increased interest expenses due to debt from the acquisition of Mattress Firm, which was finalized on February 5, 2025. Common stock shares outstanding as of May 8, 2025, totaled 208,584,886. The report highlighted ongoing challenges including macroeconomic factors and the successful integration of Mattress Firm into Somnigroup’s operations. Despite these challenges, management remains optimistic about synergies from the acquisition and future growth prospects in the mattress industry.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: Update

Accession Number: 000120626425000090

Filing Summary: Somnigroup International Inc. reported on March 24, 2025, an update regarding its executive team following the recent acquisition of Mattress Firm Group LLC. The company has decided to reevaluate its executive team reporting structure, resulting in Mr. Scott Vollet no longer serving as an executive officer or Section 16 insider under the Securities Exchange Act. This decision reflects the company's adjustments in leadership following the acquisition, aiming to optimize its operational management post-merger.

Form Type: 8-K/A

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000120626425000059

Filing Summary: On February 5, 2025, Somnigroup International Inc., formerly known as Tempur Sealy International Inc., announced the completion of its acquisition of Mattress Firm Group Inc. The acquisition was executed through its wholly owned subsidiaries, Lima Holdings Corporation and Lima Deal Corporation LLC, in accordance with the Merger Agreement dated May 9, 2023. This filing serves as an amendment to the Original Form 8-K by including the historical financial statements of Mattress Firm as well as the unaudited pro forma financial information required by the SEC. The audited financial statements included are for the fiscal years ended October 1, 2024, and October 3, 2023. The unaudited financial statements are for the period ended December 31, 2024. Additionally, this amendment provides a pro forma combined balance sheet and statement of income reflecting the acquisition as if completed on those respective dates. The independent auditor's consent from Deloitte & Touche LLP is also attached as part of the filing, alongside relevant exhibits detailing the financial statements and pro forma information.

Form Type: S-3ASR

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: New

Accession Number: 000120626425000061

Filing Summary: Somnigroup International Inc. filed a registration statement for the proposed resale of up to 34,200,000 shares of its common stock by selling stockholders as part of the acquisition of Mattress Firm Group Inc. The acquisition was completed under an Agreement and Plan of Merger dated May 9, 2023. The registration allows stockholders to sell shares from time to time at prevailing market prices or privately negotiated prices. The company's common stock is traded on the New York Stock Exchange under the symbol 'SGI', with a last reported sale price of $65.13 per share as of February 25, 2025. The company will not receive any proceeds from the sale of the shares; all proceeds will go to the selling stockholders. The filing includes risk factors associated with the business and the market, emphasizing the potential risks of operations and economic conditions affecting future performance. The registration also involves information about the executive leadership, company structure, type of stock issues, and legal matters regarding the public offering.

Form Type: 8-K/A

Filing Date: 2025-02-06

Corporate Action: Acquisition

Type: Update

Accession Number: 000120626425000025

Filing Summary: On February 5, 2025, Tempur Sealy International, Inc. completed the acquisition of Mattress Firm Group Inc. through a merger agreement involving its subsidiaries, Lima Holdings Corporation and Lima Deal Corporation LLC. The merger consisted of an initial merger and a subsequent merger with a total purchase price of $2,715,000,000 in cash and approximately 34.2 million shares of common stock. The company also provided details regarding amendments to its credit facilities and the appointment of a new board member, Peter R. Sachse, as a result of the transaction. This filing represents an amendment to a previous 8-K report, primarily to add information regarding unregistered sales of equity securities made in connection with the merger.

Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Acquisition

Type: New

Accession Number: 000120626425000023

Filing Summary: On February 5, 2025, Tempur Sealy International, Inc. completed the acquisition of Mattress Firm Group Inc. through a two-part merger involving its wholly owned subsidiaries. This acquisition follows the terms laid out in the Merger Agreement dated May 9, 2023. The merger consists of two main steps: first, Lima Holdings Corporation (Merger Sub) merged with Mattress Firm, making it a wholly owned subsidiary of Tempur Sealy. Then, Mattress Firm merged into Lima Deal Corporation LLC (Merger Sub 2), which will remain a subsidiary of Tempur Sealy. The total consideration for the acquisition included $2.715 billion in cash and approximately 34.2 million shares of Tempur Sealy's common stock.