Somnigroup International Inc 8-K/A, filed Feb 6, 2025
Somnigroup International Inc. (SGI)
8-K/A
2025-02-06
For: 2025-02-05
View Original
Added on
April 08, 2026
About this 8-K/A
Somnigroup International Inc filed this 8-K/A on February 6, 2025, reporting on events of February 5, 2025.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 5, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(800 ) 878-8889
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Current Report on Form 8-K/A is being filed to amend the registrant's current report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2025 (the "Original Form 8-K"). This Amendment No.1 to the Original Form 8-K is being filed solely for the purpose of adding the item heading "Item 3.02. Unregistered Sales of Equity Securities." The remainder of the Original Form 8-K is unchanged.
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 2.1 hereto.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, in October and February of 2024, the Company and certain of its subsidiaries entered into amendments to the Company's senior credit facility entered into in 2023, which provided for, among other things, $625 million delayed draw term A loan commitments (the "Delayed Draw Term A Commitments") and an incremental term B loan in the aggregate principal amount of $1,600 million (the "Term B Loan"). The proceeds of the Term B Loan were funded into escrow on the closing of the Term B Loan.
In connection with the consummation of the Merger, the Company borrowed $625 million of its Delayed Draw Term A Commitments and $679.5 million of revolving commitments under its senior credit facility. In addition, approximately $1,592 million of proceeds in respect of the Term B Loan were released from escrow. The proceeds of this financing were collectively used to fund a portion of the Cash Consideration, the repayment of Mattress Firm's debt and the payment of certain fees and expenses related to the Merger.
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 2012 to February 2015 and Chief Marketing Officer from February 2009 to February 2012 (a title which he also held from June 2003 to May 2007). Mr. Sachse was also Chairman and Chief Executive Officer of the macys.com division of Macy's, Inc. from April 2006 to February 2012. In addition to these roles, Mr. Sachse has served as Director at the Sachse Family Fund, an early-stage investor in digital startups, since 2017 and as a Director of Citi Trends, Inc. (CTRN), a specialty value retailer of apparel, accessories and home trends, since 2019 and its Executive Chairman since March of 2020. He also served as a Director of Mattress Firm and Compensation Committee Chair from 2019 until the Company's acquisition of Mattress Firm. Mr. Sachse holds a BBS from the University of Wisconsin. Mr. Sachse's extensive career in the retail industry and experience as an executive officer make him well-qualified to serve on the Company's Board.
There have been no related person transactions with Mr. Sachse required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Sachse was selected for appointment as a director pursuant to the terms of the Merger Agreement.
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.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 2.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover page interactive data file (embedded within the Inline XBRL document). | |||||||
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 | |||||||
Tempur Sealy Successfully Completes Acquisition of Mattress Firm
–Announces Tempur Sealy International, Inc to Change its Name to Somnigroup International Inc., Reflecting Acceleration of Omni-Channel Strategy
–Hosting Business Update Call on February 6, 2025
LEXINGTON, KY, February 5, 2025 – Tempur Sealy International, Inc. (NYSE: TPX, "Company" or "Tempur Sealy") today announced that it has completed its previously announced acquisition of Mattress Firm Group Inc. (“Mattress Firm”), the nation’s largest mattress specialty retailer.
In a separate release today, the Company announced it will change its name to Somnigroup International Inc. (“Somnigroup”), effective February 18, 2025. Mattress Firm, Dreams and Tempur Sealy will operate as decentralized business units under Somnigroup International. Mattress Firm and Dreams will continue to operate as multi-branded retailers and Tempur Sealy, primarily a manufacturer, will continue to serve third-party retailers as well as Mattress Firm, Dreams and Tempur Sealy direct-to-consumer channels.
On a pro forma basis for the acquisition of Mattress Firm, the Company generated approximately $8 billion in sales over the previous twelve months ending December 31, 2024, net of intercompany sales. This implies sales of approximately 85% in North America and 15% in International geographies, with approximately 65% of sales from direct-to-consumer channels and 35% from third-party retailers.
Chairman and CEO Scott Thompson said, “We have collaborated with Mattress Firm for over 35 years, and we are thrilled to welcome them into the Tempur Sealy, soon Somnigroup, organization. The addition of Mattress Firm will unlock incremental benefits for all stakeholders by accelerating our U.S. omni-channel strategy. This transaction creates a leading global bedding company with extensive manufacturing capabilities and a broader U.S. retail footprint. Together, the companies are positioned to facilitate enhanced product innovation, improve the customer buying experience, and ensure high-quality, durable products are brought to market.
Thompson continued, “We would like to extend our heartfelt thanks to all Tempur Sealy and Mattress Firm employees and suppliers for their unwavering dedication, hard work, and continued support every day. Your commitment to our mission to deliver better sleep is the cornerstone of our success. We also wish to express our deep gratitude to our legal counsel, financial advisors, and lenders, all of whom provided exceptional expertise and best-in-class capabilities that have been invaluable throughout this transaction. Finally, we would like to recognize our shareholders for their steadfast support of this transaction and their continued belief in our long-term strategy, a confidence that is clearly reflected by the 80% increase in our stock price since the transaction was announced.”
In connection with the closing of this transaction, the Company is expanding its Board of Directors through the appointment of Peter Sachse, effective today. Mr. Sachse brings more than 30 years of executive leadership experience in retail, including serving as CEO of Tailored Brands, Inc., a men’s omnichannel retailer, and previously spending 34 years in various positions at Macy’s, Inc.
Thompson added, “We are pleased to have Peter Sachse join our Board of Directors and welcome his unique insights garnered through years of service in retail and on the Mattress Firm Board of Directors. His deep industry expertise will provide invaluable support as we navigate our next phase of growth.”
Financial Terms of the Acquisition
The total purchase price was approximately $5 billion. The transaction was funded by approximately $2.7 billion of cash consideration (subject to adjustments, including the repayment of Mattress Firm’s debt and other customary items) and 34.2 million shares of common stock. The cash payment was funded using a combination of cash on hand and proceeds from existing borrowings.
The Company expects to complete the previously announced divestiture of 73 Mattress Firm retail locations and the Company's Sleep Outfitters subsidiary, which includes 103 specialty mattress retail locations and seven distribution centers, to MW SO Holdings Company, LLC ("Mattress Warehouse") in the second quarter of 2025.
Cleary Gottlieb Steen & Hamilton LLP and Beck Redden LLP served as legal counsel and J.P. Morgan Securities LLC served as sole financial advisor to the Company. Simpson Thacher & Bartlett LLP served as legal counsel and Goldman Sachs & Co. LLC, Barclays, and Jefferies LLC served as financial advisors to Mattress Firm.
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”.
Business Update Call
The Company will hold a conference call on Thursday, February 6, 2025 at 8:00 a.m. Eastern Time to discuss the information in this release.
The Company has a separate conference call scheduled to discuss the Fourth Quarter and Full Year 2024 financial results on Thursday, February 20th, 2025 at 8:00 a.m. Eastern Time.
The calls will be webcast and can be accessed on the Company's investor relations website at investor.tempursealy.com. After the conference calls, webcast replays will remain available on the investor relations section of the Company's website for 30 days.
Forward-Looking Statements
This press release contains statements that may be characterized as "forward-looking" within the meaning of the federal securities laws. Such statements might include information concerning one or more of the Company's plans, guidance, objectives, goals, strategies, and other information that is not historical information. When used in this release, the words "will," "targets," "expects," "anticipates," "plans," "proposed," "intends," and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to the Company's expectations regarding the completed Mattress Firm acquisition, including expectations regarding future performance and integration of Mattress Firm with our business. Any forward-looking statements contained herein are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct.
Numerous factors, many of which are beyond the Company's control, could cause actual results to differ materially from any that may be expressed herein as forward-looking statements. These potential risks include risks associated with Mattress Firm’s ongoing operations; the ability to successfully integrate Mattress Firm into Tempur Sealy's operations and realize synergies from the transaction; the possibility that the expected benefits of the acquisition are not realized when expected or at all; general economic, financial and industry conditions, particularly conditions relating to the financial performance and related credit issues present in the retail sector, as well as consumer confidence and the availability of consumer financing; the impact of the macroeconomic environment in both the U.S. and internationally on Mattress Firm and the Company; uncertainties arising from national and global events; industry competition; the effects of consolidation of retailers on revenues and costs; and consumer acceptance and changes in demand for Mattress Firm's and the Company's products and the factors discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and the Quarterly Report on Form 10-Q for the period ended June 30, 2024. There may be other factors that may cause the Company's actual results to differ materially from the forward-looking statements. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.
About Tempur Sealy International, Inc.
Tempur Sealy is committed to improving the sleep of more people, every night, all around the world. As a leading designer, manufacturer, distributor and retailer of bedding products worldwide, we know how crucial a good night
of sleep is to overall health and wellness. Utilizing over a century of knowledge and industry-leading innovation, we deliver award-winning products that provide breakthrough sleep solutions to consumers in over 100 countries.
Our highly recognized brands include Tempur-Pedic®, Sealy® and Stearns & Foster® and our popular non-branded offerings consist of value-focused private label and OEM products. At Tempur Sealy we understand the importance of meeting our customers wherever and however they want to shop and have developed a powerful omni-channel retail strategy. Our products allow for complementary merchandising strategies and are sold through third-party retailers, our over 750 Company-owned stores worldwide and our e-commerce channels. With the range of our offerings and variety of purchasing options, we are dedicated to continuing to turn our mission to improve the sleep of more people, every night, all around the world into a reality.
Importantly, we are committed to carrying out our global responsibility to protect the environment and the communities in which we operate. As part of that commitment, we have established the goal of achieving carbon neutrality for our global wholly owned operations by 2040.
Tempur Sealy Investor Relations Contact
Aubrey Moore
Investor Relations
Tempur Sealy International, Inc.
800-805-3635
Investor.relations@tempursealy.com