A $4 billion mattress industry merger and acquisition is quietly underway in the United States.
今日家居一直在关注的床垫巨头——泰普尔-丝涟国际（Tempur Sealy International, Inc.），计划收购美国最大的床垫连锁卖场——Mattress Firm，近期有了新进展。
Extended reading:
"Heavy! Tempur-Sealy Group acquires Mattress Firm, the nation's largest mattress retailer, for $4 billion! 》
"$4 Billion Mattress M&A or Waste? Tempur-Sealy's acquisition of Mattress Firm is blocked! 》
需要再次指出的是，泰普尔-丝涟国际（Tempur Sealy International, Inc.）是一家多品牌的床垫集团，包括：Tempur-Pedic（泰普尔）、Sealy（丝涟）和Stearns & Foster等。
The first is that the deal was clouded by the "negative" news disclosed in the complaint filed by the United States Federal Trade Commission (FTC).
Tempur Sealy International, Inc. is also looking for new ways, such as selling its own store chain, in a bid to obtain government approval for the merger.
Today Home understands that if the acquisition of Mattress Firm is completed, the company is expected to create or save an additional $100 million per year by the end of the fourth year after the transaction (with an annual operating rate synergy of $100 million).
Tempur-Sealy also announced a $1.6 billion Class B term loan program to fully fund the acquisition of Mattress Firm.
Tempur-Sealy was accused of "blocking" competition, and the content of the takeover complaint was exposed!
When the United States Federal Trade Commission (FTC) first filed a complaint against the deal in July with the Southern District Court of Texas of United States, much of it was redacted to block key information and outlining details of the case. Judge Charles · Esrich (Charles · Eskridge) ordered the unsealing of part, but not all, of the complaint.
According to some of the lawsuit's documents that have been made public, Tempur-Sealy plans to build a competitive barrier in the mattress market by acquiring Mattress Firm, the largest specialty mattress retailer, to "maximize control" of retailers.
Some of the lawsuits filed by the United States Federal Trade Commission to block the $4 billion acquisition proposal involve emails, text messages and investor presentations, including Tempur-Sealy's plan to "eliminate future competition."
Throughout the document, Mattress Firm was identified by Scott · Thompson, CEO of Tempur-Sealy· Thompson and Mattress Firm executives are called "Kingmakers" because of their ability to make mattress brands successful.
Tempur-Sealy has responded to each of the charges outlined in the complaint, denying many of them. When the complaint cites the contents of some documents, Tempur-Sealy will provide additional documents to the court in order to "get a full and accurate picture of the contents".
The United States Federal Trade Commission (FTC) said in its case that several Tempur-Sealy executives had expressed a desire to eliminate some of the competing mattress brands, such as Serta Simmons Bedding, Resident Home's Nectar, Purple and Casper.
Among them, a Tempur-Sealy vice president said, "Hopefully, we can remove Nectar from power after we acquire Mattress Firm." Regarding the impact of the acquisition plan on Serta Simmons, court documents say that the vice president of one of Tempur-Sealy's subsidiaries said that Scott · Thompson would push them (Serta-Simmons) out of Mattress Firm's door completely.
The central argument of the United States Federal Trade Commission (FTC) is that Tempur-Sealy will eliminate rival mattress brands out of "strong financial development incentives" and prefer to sell its own brand lines.
The uncensored content of the lawsuit quotes a Mattress Firm salesperson: "Why would Tempur-Sealy agree to us continuing to sell Serta· What about brands like Simmons and Purple, it's logically like Coca-Cola buying Pepsi distributors and still agreeing to sell Pepsi products. ”
施压Mattress Firm？泰普尔-丝涟否认相关诉讼指控
The complaint dates back to 2020 and alleges that Tempur-Sealy and Mattress Firm entered into a "handshake" agreement to prevent the Casper brand from entering the retailer's sales territory. In addition, the content of the document states that in 2019 and 2021, Tempur-Sealy tried to pressure Mattress Firm to remove Purple-branded mattresses because Tempur-Sealy saw Purple as a threat.
In response, Tempur-Sealy denied any attempt to undermine competition, but also said that "as a competitor, it will aggressively compete for sales space at Mattress Firm." Tempur-Sealy said the agreement with Mattress Firm for Casper was made around a co-op advertising fund and denied trying to ask Mattress Firm to withdraw the Purple brand.
The complaint refers to the agreement regarding Casper and says that Tempur-Sealy asked Mattress Firm CEO (John ·) ECK) provides an email documenting the agreement. Among them, there is no mention of John · in the complaint· Eck), however, he assumed the role of CEO in 2020 and has remained in this position ever since.
The Mattress Firm CEO declined the request, saying, "It is not in the best interests of either of us to do so, especially the future owners of Mattress Firm, and it is not appropriate to put this on the record." ”
Tempur-Sealy denied the allegations and filed relevant documents with the court to get a full picture of the lawsuit.
The complaint refers to a "handshake" agreement with Casper, and the FTC alleges that Mattress Firm had attempted to add Casper products to its showroom. However, when Tempur-Sealy learned in 2022 (the same year that Mattress Firm was planning to IPO) that it and Casper were discussing a partnership, they pushed for a "handshake" agreement and "threatened Mattress Firm's business."
According to the complaint, Thompson (CEO of Tempur-Sealy) told Tempur-Sealy executives: "Please inform Mattress Firm that if Casper continues to sell in showrooms, we will launch 500 Sleep Outfitters stores...... This will affect their IPO process, and when their shareholders ask why they launched the store, I tell them that it is because there is no agreement on the issue of Casper...... Someone will be fired for this. ”
Tempur-Sealy responded that Mattress Firm had tried to bring Casper into sales, but had not been successful, and that in 2022 they acknowledged the situation and expressed concern about the move. For the relevant evidence, Tempur-Sealy asked the court to refer to and cite it for a more complete view of the litigation.
Tempur-Sealy: After the acquisition, Mattress Firm remains a multi-brand retailer
The United States Federal Trade Commission (FTC) said third-party investors reviewed the proposed Mattress Firm acquisition and concluded that Tempur-Sealy would put competitors at a disadvantage and would expand its brand.
The FTC cites a 2018 email from an investor to Thompson (CEO of Tempur-Sealy) that said the acquisition could take Mattress Firm's retail distribution market away from other brands, which would dramatically raise barriers to entry for the industry and make it nearly impossible for competitors to scale.
In response, Tempur-Sealy has repeatedly emphasized that after the completion of the acquisition, Mattress Firm will remain a multi-brand retailer.
The FTC's complaint alleges that Tempur-Sealy continued to sell products from brands such as Tempur-Pedic by requiring other retailers to display mattresses from the Tempur-Pedic brand and other brands, including Sealy and Stearns & Foster.
Although Tempur-Sealy still denies the allegation, the complaint says that after the merger of Tempur-Pedic and Sealy in 2013, the company will begin requiring new Tempur-Pedic dealers to roll other brands. According to the complaint, the original Tempur-Pedic retailers were exempt from the requirement until 2022, when the company launched the "Kill Grandpa" program, which seeks to remove the immunity enjoyed by "grandfathered" retailers.
Tempur-Sealy said the United States Federal Trade Commission's (FTC) description of the program is misleading, though the company does have plans to encourage retailers to sell the Tempur Sealy branded collection.
Tempur-Sealy's sale of Sleep Outfitters assets, may the acquisition be one step closer?
Tempur-Sealy plans to sell Sleep Outfitters store assets in order to obtain regulatory approval for its acquisition of Mattress Firm. Since late last year, the company has been seeking a buyer for the Sleep Outfitters store, which is also known by the familiar name of Mattress Warehouse in Frederick, Maryland.
"As part of negotiations with the Federal Trade Commission (FTC) for the proposed acquisition of Mattress Firm, we will conduct a divestiture and enter into a transaction agreement with Mattress Warehouse to sell Sleep Outfitters, which has extensive mattress retail experience, a strong capital base and a capable leadership team." Tempur-Sealy Chairman and CEO Scott · Thompson said.
Mattress Warehouse currently operates more than 320 stores, with plans to increase to 500 stores by 2028. In 2023, the retailer has said that it will open 20~30 stores every year.
Mattress Warehouse has been opening new stores on a large scale over the past few years and has now agreed to acquire 107 Sleep Outfitters stores, as well as 73 Mattress Firm locations and seven distribution centers through MW SO Holdings.
"We are thrilled to welcome these stores and the amazing team to the Mattress Warehous family," said Bill ·Papetas, CEO of Mattress Warehouse· Papettas) said, "With our strong growth operating performance, we are confident that we can successfully integrate these new stores into our expanding business portfolio. ”
The divestiture transaction (Mattress Warehouse's acquisition of Sleep Outfitters store assets) will be subject to the acquisition of Mattress Firm by Tempur-Sealy, as well as other customary closing conditions, and is expected to close approximately one quarter following the successful acquisition of Mattress Firm.
Currently, Tempur-Sealy's case with the Federal Trade Commission (FTC) is ongoing, and Today Home has learned that Tempur-Sealy has been conducting testimony taking with other mattress manufacturers for the past few weeks — some as long as seven hours. The hearing will be scheduled for Nov. 12 in Houston.
In response, Tempur-Sealy said in a statement that the company is confident that the proceedings will be successfully completed in the coming months and that the acquisition of Mattress Firm will be completed by the end of this year or early 2025.
Following the successful acquisition of Mattress Firm and the completion of the divestiture, Tempur-Sealy expects to operate more than 2,800 retail locations worldwide and expects half of its North American sales to come from the Mattress Firm business.