Notable Mergers and Acquisitions 8/8: (WMT) (BETR) (EVER) (MTN) (MFRM)

August 8, 2016 9:54 AM EDT

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*** Wal-Mart Stores, Inc. (NYSE: WMT) and, Inc. announced they have entered into a definitive agreement for Walmart to acquire Jet for approximately $3 billion in cash, a portion of which will be paid over time. Additionally, $300 million of Walmart shares will be paid over time as part of the transaction.

The acquisition will build on and complement the significant foundation already in place to serve customers across the Walmart app, site and stores and position the company for even faster e-commerce growth in the future by expanding customer reach and adding new capabilities. The acquisition, which is subject to regulatory approval, has been approved by the Boards of Directors for both companies and is expected to close this calendar year.

“We’re looking for ways to lower prices, broaden our assortment and offer the simplest, easiest shopping experience because that’s what our customers want,” said Doug McMillon, president and CEO, Wal-Mart Stores, Inc. “We believe the acquisition of Jet accelerates our progress across these priorities. will grow faster, the seamless shopping experience we’re pursuing will happen quicker, and we’ll enable the Jet brand to be even more successful in a shorter period of time. Our customers will win. It’s another jolt of entrepreneurial spirit being injected into Walmart.”

Jet is among the fastest growing and most innovative e-commerce companies in the U.S., with an experienced leadership team led by co-founder and CEO Marc Lore, together with fellow co-founders Mike Hanrahan and Nate Faust. Among other things, Lore previously co-founded and led Quidsi, the parent company of e-commerce sites, and With the help of Faust and Hanrahan, Lore grew Quidsi into a prominent and successful business that was ultimately sold. The acquisition of Jet will infuse Walmart with fresh ideas and expertise, as well as an attractive brand with proven appeal, especially with Millennials, the first generation of true digital natives. Among other things, Jet has:

  • Demonstrated ability to scale with speed, reaching $1 billion in run-rate Gross Merchandise Value (GMV) and offering 12 million SKUs in its first year.
  • A growing customer base of urban and millennial customers with more than 400,000 new shoppers added monthly and an average of 25,000 daily processed orders.
  • Best-in-class technology that rewards customers in real time with savings on items that are bought and shipped together, thereby reducing the supply-chain and logistics costs often buried in the price of goods.
  • A select group of more than 2,400 retailer and brand partners tailored to create an attractive and distinctive assortment for consumers.

“We started Jet with the vision of creating a new shopping experience,” Lore said. “Today, I couldn’t be more excited that we will be joining with Walmart to help fuel the realization of that vision. The combination of Walmart’s retail expertise, purchasing scale, sourcing capabilities, distribution footprint, and digital assets – together with the team, technology and business we have built here at Jet – will allow us to deliver more value to customers.”

Walmart and Jet will maintain distinct brands, with focusing on delivering the company’s Everyday Low Price strategy, while Jet will continue to provide a unique and differentiated customer experience with curated assortment. Walmart and Jet will leverage innovative technology solutions from both companies to develop new offerings to help customers save time and money.

Walmart believes it will obtain the necessary regulatory approvals to complete the transaction and both companies intend to make all necessary filings in the near future.

As a reminder, Walmart will release its second quarter earnings on Thursday, Aug. 18, 2016.

Financial advisors to Walmart on this transaction were Allen & Company and J.P. Morgan Securities LLC.

*** Amplify Snack Brands, Inc. (NYSE: BETR) and Crisps Topco Limited and Subsidiaries (“Tyrrells”) today announced that they have executed a definitive agreement under which Amplify will acquire Tyrrells, an international, market-leading and rapidly growing premium Better-For-You snack food business. The transaction has been unanimously approved by Amplify’s board of directors. Under the terms of the £300 million transaction, Tyrrells’ current owner Investcorp and members of the Tyrrells management team will receive approximately £278 million in cash and approximately 2.1 million shares of Amplify’s common stock.1 Amplify expects to close the transaction by the end of the third quarter of calendar 2016. Amplify expects that this acquisition will be accretive to both the Company’s 2017 and 2018 diluted earnings per share.

Founded in 2002 and headquartered in Herefordshire, England, Tyrrells is a diversified, international snacking company that manufactures and markets iconic, market-leading brands including Tyrrells Potato Crisps®, Tyrrells branded Vegetable Crisps, Tyrrells Poshcorn®, Tyrrells Nibbles®, Tyrrells Tortillas®, in the United Kingdom, Europe and many other international markets; Yarra Valley, manufacturer of Thomas Chipman and The Wholesome Food Company brands in Australia; and Aroma Snacks, manufacturer of Lisa’s kettle chips in Germany. Importantly, the product characteristics and flavor profiles of these on-trend premium brands align with Amplify’s Better-For-You snacking strategy. With distribution across a highly diverse set of international sales channels, Tyrrells generated approximately $111 million in net sales for the last twelve months (“LTM”) ended June 30, 2016, and achieved a compound annual net sales growth rate of 23% from fiscal year 2013 to fiscal year 2016. During the last twelve months ended June 30, 2016, Tyrrells generated approximately £18.3 in management presented EBITDA, as adjusted through due diligence in connection with the transaction.2 Tyrrells is the #2 player in the hand-cooked premium chip market in the UK and the #1 player in France, with existing and growing penetration in other key Western European markets. Tyrrells has a strong presence across the potato chip, vegetable chip, corn chip and popcorn product categories and is supported by five international manufacturing facilities in England, Germany, and Australia.

“Together, Amplify and Tyrrells will partner to create a truly unique international Better-For-You snack food leader that can continue to drive robust future revenue and earnings growth,” said Tom Ennis, Amplify’s President and Chief Executive Officer. “We believe that the combination with Tyrrells will create significant long-term value for all of our stakeholders. Similar to Amplify, Tyrrells has a strong entrepreneurial spirit and successful track record of transforming categories and creating growth brands. We welcome David Milner and his team, and look forward to the opportunity to increase our operating scale, international reach, and product and brand diversity as we capture revenue synergies. We plan to capitalize on each company’s market leadership and sales forces to drive higher revenue growth than either company could independently accomplish.”

David Milner, Chief Executive Officer of Tyrrells commented, “We’re excited to join Amplify’s Better-For-You snack food platform as we combine our highly complementary businesses and brands to build an even stronger company for future international success. We were lucky enough to be able to choose our long-term partner and this partnership provides a significant opportunity to accelerate sales growth for Tyrrells’ brands in the United States, as well as the scope for Amplify’s brands in the international marketplace. Building upon the strength of each of our respective customer relationships and leveraging Tyrrells’ manufacturing capabilities, we shall be entering new territories as well as broadening our reach in existing markets.”

Strategic and Financial BenefitsThe transaction will create a large and diversified pure-play international Better-For-You snack food company. Amplify believes the combination will provide the following strategic and financial benefits:

  • Diversifies and Expands Better-For-You Branded Product Offerings: The combination of Amplify’s existing portfolio of brands including SkinnyPop, Paqui and Oatmega, with the leading international brands of Tyrrells, Thomas Chipman, Wholesome Goodness, and Lisa’s creates a combined international company with approximately $317 million in pro forma LTM net sales ended June 30, 2016. The acquisition creates a company with meaningful brand, product category, retail channel and geographic diversity. Following the closing of the transaction, Amplify’s North American footprint would represent approximately 63% of net sales, the United Kingdom would represent approximately 23% of net sales, and the Rest of the World would represent approximately 14% of net sales, based on pro forma net sales for the last 12 months ended June 30, 2016 for both companies.
  • Accelerated International Expansion and Whitespace Realization: The acquisition of Tyrrells allows Amplify to more rapidly realize the opportunity provided by global Better-for-You snacking trends. Complementary distribution channels and sales teams provide actionable whitespace opportunities and potential to accelerate revenue growth for both Tyrrells’ and Amplify’s current brand portfolios. Minimal product and business overlap create two-way cross-sell opportunities to help accelerate entry into new markets and broaden reach in existing markets. Amplify will benefit from the presence of an international sales team with strong customer relationships in over 40 countries, while Tyrrells’ brands can leverage Amplify’s outstanding US-focused capabilities.
  • Increased Scale Provides Significant Future Benefits: In addition to benefiting from greater operating scale and increased procurement savings, Tyrrells’ outstanding manufacturing expertise and international capabilities will provide future cost benefits to the Company. Beyond these cost benefits, the combined company expects to realize additional benefits of scale via sharing of best practices, leveraging established infrastructure and strengthening retail partnerships.
  • Addition of Experienced Executive Team: The transaction will add a talented group of executives, with strong international consumer packaged goods backgrounds and a proven track record of growth, to the core Amplify team. Upon closing of the transaction, Tyrrells’ management team will remain in place with David Milner continuing as President International for Amplify, reflecting his commitment and belief in the future success of the combined company. Other key members of Tyrrells’ senior management team will join Amplify to help manage the international brands and manufacturing operations.

Transaction DetailsUnder the terms of the transaction agreement, Tyrrells will become a wholly-owned subsidiary of Amplify. The transaction is valued at £300 million, comprising of approximately £278 million in cash and approximately 2.1 million shares of Amplify’s common stock issued to Investcorp and members of Tyrrells management team, valued at £22 million. Amplify plans to finance the cash portion of this transaction with debt and has secured financing commitments from Jefferies Finance LLC, Credit Suisse AG, Credit Suisse (USA) LLC, and Goldman Sachs Bank USA. Pro forma for the transaction, net leverage is expected to be approximately 5.7x.3 Amplify remains committed to maintaining long-term net leverage in the 4.0x to 4.5x range and expects to be well within that leverage range, via organic growth and subsequent free cash generation, by the end of 2017. The transaction is expected to close by the end of the third quarter of calendar 2016, subject to customary closing conditions including approval by regulators.

AdvisorsJefferies LLC is serving as financial advisor and Goodwin Procter LLP is acting as legal counsel to Amplify. Houlihan Lokey is serving as financial advisor and Shearman & Sterling LLP is acting as legal counsel to Investcorp and Tyrrells.

*** TIAA announced today an agreement to acquire EverBank (NYSE: EVER), a nationwide consumer and commercial bank with $27.4 billion in total assets. This acquisition significantly expands TIAA’s banking and lending products and complements the company’s full suite of retirement, investment and advisory services available to help customers achieve financial well-being.

Under the terms of the agreement, EverBank stockholders will receive $19.50 per share in cash, or an approximate total of $2.5 billion. The combination of TIAA’s existing banking operations and EverBank will significantly bolster TIAA’s banking capabilities and form a full-service banking company uniquely positioned to help both companies’ customers succeed.

“I am very excited to welcome EverBank to the TIAA team,” said Roger W. Ferguson, Jr., president and chief executive officer at TIAA. “EverBank’s complementary capabilities and two decades of profitability make this an excellent investment and a great strategic fit for TIAA. Together, we look forward to bringing an enhanced level of service and an expanded range of financial solutions to our millions of loyal customers and the institutions we serve.”

TIAA currently offers a variety of savings and lending products to its customers. EverBank’s established banking operations will enable TIAA to provide a more comprehensive range of services with an enhanced customer experience. As a trusted, diversified financial services company with a full suite of solutions, including retirement, investment and advisory services, TIAA will be able to support EverBank’s customers and help them achieve financial well-being in a more robust way.

“Saving is essential to reaching important life goals. Whether building emergency savings or buying their first home, customers want to turn to a company they trust,” said Kathie Andrade, chief executive officer of TIAA’s Retail Financial Services business. “Helping our clients succeed throughout their lives is at the heart of TIAA’s mission, and the reason our employees come to work each day.”

Since its founding more than 20 years ago, EverBank has brought an innovative and forward-thinking approach to banking that offers its clients superior tools and opportunities to understand, manage and grow their money.

“All of us at EverBank are extremely excited about the many new opportunities TIAA will bring for our clients, our associates and the communities we serve,” said Rob Clements, EverBank chairman and chief executive officer. “Our two companies are a great match. We look forward to introducing our unique consumer and commercial banking products to the millions of individuals and the institutions that TIAA serves today, while enhancing the investment and retirement product offerings for our clients. We are also pleased to be joining a company with a long-term focus, a deep commitment to the communities in which it operates and a desire to grow our franchise. This truly is a great new chapter for all EverBank stakeholders.”

This acquisition also gives TIAA a talented employee base and significant business operations in Jacksonville, Florida, and other key markets across the country. TIAA intends to maintain a strong presence and an active role in the Jacksonville community, with the city serving as the combined bank’s headquarters.

Additional Transaction Details

EverBank’s board of directors unanimously approved the transaction following a comprehensive review of the transaction and strategic and financial alternatives. The transaction is subject to closing conditions, including the receipt of regulatory approvals from the Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System and the approval by EverBank’s common stockholders, and is expected to close in the first half of 2017.

Certain stockholders, directors and executive officers of EverBank with the power to vote approximately 22% of EverBank’s outstanding common stock have entered into voting and support agreements with TIAA to vote in favor of, and otherwise support, the transaction.

The holders of the EverBank’s Series A 6.75% Non-Cumulative Perpetual Preferred Stock will have the right to receive the liquidation preference of $25,000 plus accrued and unpaid dividends on a share in cash at closing.

Lazard acted as lead financial advisor and Davis Polk & Wardwell LLP served as legal counsel to TIAA. J.P. Morgan Securities LLC also acted as financial advisor to TIAA.

UBS Investment Bank acted as lead financial advisor to EverBank and Sullivan & Cromwell LLP served as legal counsel to EverBank.

*** Vail Resorts, Inc. (NYSE: MTN) and Whistler Blackcomb Holdings, Inc. announced that they have entered into a strategic business combination joining Whistler Blackcomb with Vail Resorts. Under the transaction, Vail Resorts would acquire 100 percent of the stock of Whistler Blackcomb, whose shareholders would receive C$17.50 per share in cash and 0.0975 shares of Vail Resorts common stock, for consideration having a total value of C$36.00 per share. The share exchange ratio is based upon closing stock prices and currency exchange rates as of August 5, 2016 and is subject to a currency exchange rate adjustment, as described below.

"Combining Whistler Blackcomb with Vail Resorts' portfolio of outstanding resorts provides Whistler Blackcomb with increased financial strength, marketing exposure, guest relationships and broadens the geographic diversity of our company with resorts across the United States, as well as in Australia and Canada. This relationship will bring greater resources to support our current operations and our ambitious growth plans, including the Renaissance project, the most exciting and transformative investment in Whistler Blackcomb's history," said Dave Brownlie, Whistler Blackcomb's chief executive officer.

"Whistler Blackcomb is one of the most iconic mountain resorts in the world with an incredible history, passionate employees and a strong community. With our combined experience and expertise, together we will build upon the guest experience at Whistler Blackcomb while preserving the unique brand and character of the resort as an iconic Canadian destination for guests around the world. We are delighted to add such a renowned resort to Vail Resorts and look forward to expanding our relationships in the Sea-to-Sky community, British Columbia and Canada," said Rob Katz, chairman and chief executive officer of Vail Resorts.

Mr. Brownlie added, "As the number one ranked and most visited resort in North America, Whistler Blackcomb has enjoyed tremendous success by delivering an exceptional mountain experience for our passionate and loyal guests — both locally and from around the world. That's going to continue as we work with our new colleagues at Vail Resorts as well as our employees, local businesses, community and government stakeholders to make Whistler Blackcomb better than ever. We will also continue our discussions with the Squamish and Lil'wat First Nations, on whose traditional lands we operate, regarding a business partnership that will benefit our communities, our province and our company for decades to come. Our board of directors has also been monitoring the unique challenges facing the broader ski industry due to the unpredictability of year-to-year regional weather patterns. Whistler Blackcomb, with its unprecedented acreage of high alpine terrain and Glacier bowls, is well positioned, but by no means immune to these challenges. Partnering with the geographically diversified Vail Resorts and extending its successful Epic Pass products to Whistler Blackcomb are customer-focused ways of securing the long-term future of our resort, our industry and our community."

Whistler Blackcomb will nominate one member of its board to the Vail Resorts board of directors, and Dave Brownlie will continue leading Whistler Blackcomb as the resort's chief operating officer and will become a member of the senior leadership team of Vail Resorts' mountain division.

Supporting the Whistler Blackcomb ExperienceUpon completion of this transaction, Vail Resorts is committed to continuing Whistler Blackcomb's success and building on its strengths, including further investment in the resort and the community:

  • Support for Master Development Agreements with local First Nations. Vail Resorts recognizes that Whistler Blackcomb is in the Squamish and Lil'wat First Nations' traditional territories and will support and continue the ongoing efforts to negotiate the renewal of Whistler Blackcomb's Master Development Agreements with significant long-term benefits to the Squamish and Lil'wat First Nations, the Province of British Columbia and the Resort Municipality of Whistler.
  • Local leadership. Whistler Blackcomb will continue to have principally local Canadian leadership, with critical day-to-day mountain operations residing at the resort, including ongoing primary responsibility for relationships with the local community, governments and First Nations.
  • Maintain local employment. Vail Resorts intends to retain the vast majority of Whistler Blackcomb employees, while only impacting a few select areas where there may be duplication in corporate functions. This transaction will not change the day-to-day operations at the resort, community engagement or the input of local management in shaping Whistler Blackcomb's future.
  • Investment in the resort experience. Vail Resorts will invest substantially in Whistler Blackcomb's mountain infrastructure and growth plans, including continuing to build community and stakeholder support for the recently announced

Renaissance project, a transformational investment which will diversify the local tourism economy; provide new four-season, weather-independent activities; and elevate Whistler Blackcomb's core skiing, mountain biking and sightseeing experiences for decades to come.

  • Common values on community and environmental sustainability. Consistent with Vail Resorts' core values, Whistler Blackcomb will continue its community involvement through the Whistler Blackcomb Foundation as well as its significant environmental and sustainability commitments. Vail Resorts also will support Whistler Blackcomb's continued engagement with organizations such as Tourism Whistler, Destination BC, Canada West Ski Areas Association, and the Whistler Chamber of Commerce.

Katz continued, "We look forward to working with Dave and the entire Whistler Blackcomb team as we support their efforts to continue the great progress that has made Whistler Blackcomb the world-renowned resort it is today. We are excited about what this transaction means for guests and look forward to providing access to the resort for our season pass holders around the world."

Season PassesFor the full 2016-17 winter season, Whistler Blackcomb will continue to honor the resort's existing season pass products. Vail Resorts looks forward to integrating Whistler Blackcomb into its Epic Season Pass and other season pass products for the 2017-18 winter season.

Additional Transaction DetailsThe transaction has been unanimously approved by the Whistler Blackcomb board of directors, and shareholders representing 25 percent of Whistler Blackcomb's common shares have entered into voting support agreements in connection with the transaction. The transaction has also been unanimously approved by the Vail Resorts board of directors.

The aggregate cash component of the offer is estimated to be C$676 million (USD$513 million) which Vail Resorts intends to finance through an expansion of its existing credit facility. The aggregate stock component of the offer is estimated to be C$715 million (USD$543 million), based on closing stock prices and exchange rates as of August 5, 2016. The stock component is determined by a baseline share exchange ratio of 0.0998 shares of Vail Resorts common stock and is adjusted for currency exchange rate changes if the Canadian dollar is above or below USD$0.7765 six business days before the closing of the transaction. As of August 5, 2016, the exchange ratio is 0.0975 shares of Vail Resorts common stock. Whistler Blackcomb shareholders that are Canadian residents for tax purposes will be able to elect to receive for each Whistler Blackcomb share an equivalent exchange ratio of shares in a Canadian subsidiary of Vail Resorts instead of the Vail Resorts shares to which they would otherwise be entitled. Each whole exchangeable share will be exchangeable into one Vail Resorts share.

Upon closing of the transaction, Whistler Blackcomb shareholders collectively will own approximately 10 percent of Vail Resorts outstanding common stock. Whistler Blackcomb owns 75 percent of the partnerships that operate the resort and those partnerships had debt outstanding as of March 31, 2016 of C$171 million, or USD$132 million, which will be assumed or refinanced as part of the transaction. For the 12 months ended March 31, 2016, Whistler Blackcomb had Adjusted EBITDA of C$123 million, or USD$90 million. Vail Resorts believes if the transaction closes before December 31, 2016, the estimated incremental Resort Reported EBITDA from the acquisition in its fiscal 2018 would be approximately USD$129 million, or C$170 million, with the vast majority of the projected growth coming from additional revenue at both Whistler Blackcomb and its other resorts and a smaller portion of the projected growth coming from cost reductions, with additional upside from the transaction in future years.

Whistler Blackcomb's 25-year relationship with Nippon Cable will be unaffected and will continue after the closing of the transaction.

The transaction is structured as an arrangement under the Business Corporations Act (British Columbia) and is subject to customary closing conditions, including approval by Whistler Blackcomb shareholders and the BC Supreme Court and regulatory approvals including approval under the Investment Canada Act and under the Competition Act Canada. Whistler Blackcomb is subject to customary non-solicitation provisions under the arrangement agreement. The agreement also includes a termination fee and reverse termination fee payable in certain circumstances.

Further information regarding the transaction will be included in an information circular to be mailed to Whistler Blackcomb shareholders. The transaction is expected to close in fall 2016.

Greenhill & Co. is serving as financial advisor to Whistler Blackcomb and has delivered a fairness opinion to its board of directors that the consideration to be received by the Whistler Blackcomb shareholders is fair from a financial point of view.

Stikeman Elliott LLP and Gibson Dunn & Crutcher LLP are serving as legal counsel to Vail Resorts. Osler, Hoskin & Harcourt LLP is serving as legal counsel to Whistler Blackcomb, and Farris, Vaughan, Wills & Murphy LLP is serving as legal counsel to Whistler Blackcomb's special committee of the board of directors.

*** Mattress Firm Holding Corp. (Nasdaq: MFRM), the nation's largest mattress retailer, announced that the Company and Steinhoff International Holdings N.V. have entered into a definitive merger agreement under which Steinhoff will, subject to the successful consummation of a cash tender offer and satisfaction of other customary closing conditions, acquire Mattress Firm for $64.00 per share in cash, which represents a premium of 115% over the Company’s closing stock price of $29.74 on Friday, August 5, 2016. This represents a total equity value of approximately $2.4 billion and an enterprise value of approximately $3.8 billion, including net debt. The merger agreement, which has been unanimously approved by the Mattress Firm board of directors and the management and supervisory boards of Steinhoff, will create the world’s largest multi-brand mattress retail distribution network.

Pursuant to the terms of the merger agreement, a wholly owned subsidiary of Steinhoff will commence a tender offer to purchase the outstanding shares of Mattress Firm common stock at a price of $64.00 per share in cash. The acquisition is expected to close by or around the end of the third calendar quarter, subject to regulatory approvals, and satisfaction of a majority tender condition and other customary closing conditions. The transaction is not subject to any financing condition.

At the close of the transaction, Mattress Firm will operate as a subsidiary of Steinhoff from Mattress Firm’s current headquarters in Houston, Texas. Both Steve Stagner, executive chairman and chairman of the board of Mattress Firm, and Ken Murphy, president and CEO of Mattress Firm, will remain in their positions with Mr. Stagner also joining Steinhoff’s executive committee.

“The Mattress Firm board believes that the transaction provides significant value to our stockholders through the premium to our share price and the immediate liquidity at closing, while giving Mattress Firm an ideal partner with a proven track record in the complete mattress supply chain including the retail and manufacture of mattresses,” said Mr. Stagner. “This expertise will complement our diverse selection of products provided by our valuable partners. Steinhoff’s management team shares our vision for the growth and expansion of Mattress Firm and, as such, we believe they are the right long-term partner for our customers, employees, suppliers and other stakeholders.”

“Today’s announcement marks an exciting new chapter for Mattress Firm that will open up future opportunities for our employees, our customers and our business partners,” said Mr. Murphy. “We remain focused on our long-term strategy to build a national chain under one banner in the U.S. and we will continue activating and unlocking the true power of all of the assets we have assembled to truly become the preferred choice for better sleep.”

Steinhoff is an integrated retailer that manufactures, sources and sells furniture, household goods and clothing in Europe, Africa and Australasia. They operate more than 40 brands in 30 countries. Steinhoff has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the Johannesburg Stock Exchange.

“The boards of Steinhoff and its management team are enthusiastic about the opportunities this transaction creates,” said Markus Jooste, CEO of Steinhoff. “This transaction will allow Steinhoff to not only enter the U.S. market with an industry leading partner and a national supply chain, but it will also expand Steinhoff’s global market reach in the core product category of mattresses. The Mattress Firm brand and speciality retail concept are a strong complement to the Steinhoff group retail brand portfolio in the many geographies where the group operates.

“Steinhoff recognizes the strength of Mattress Firm’s experienced and entrepreneurial management team and its proven track record of delivering growth, profitability and leadership in the U.S. retail mattress market. We look forward to welcoming Mattress Firm employees to be part of the one of the world’s leading multi-format retailers.”

Strategic Rationale

  • Mattress Firm is the leading mattress retailer in the fragmented U.S. household goods market
    • More than 3,500 stores in 48 states with 2015 pro forma sales of $3.5 billion
    • Best-in-class distribution network with 75 distribution centers across the U.S.
  • Creates the world’s largest multi-brand mattress retail distribution network
  • Experienced Mattress Firm management team with a proven track record of integrating acquisitions in the U.S. market
  • Strong recurring free cash flow and low maintenance capex needs
    • Enhances Steinhoff's free cash flow generation over time
  • Leverages Steinhoff’s global sourcing capabilities with additional economies of scale
  • Attractive U.S. market with high disposable consumer income
  • Further diversification of Steinhoff’s European and African operations


Barclays acted as exclusive financial advisor to Mattress Firm and provided a fairness opinion to the Company. Ropes & Gray LLP acted as legal counsel to Mattress Firm in connection with the transaction. Linklaters LLP acted as legal counsel to Steinhoff in connection with the transaction.

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