TEMPUR SEALY INTERNATIONAL, INC. Item 7.01 Regulation FD Disclosure.
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The information furnished pursuant to this Item 7.01 (including Exhibits 99.1 and 99.2 hereto) 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 of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Forward-Looking Statements
This Current Report, including the information incorporated by reference herein, contains statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements might include information concerning the proposed transaction, our plans and other information that is not historical information. When used in this Current Report, the words "assumes," "estimates," "expects," "anticipates," "might," "projects," "predicts," "plans," "proposed," "targets," "intends," "believes," "will," "may," "could," and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon our current expectations and beliefs and various assumptions. There can be no assurance that we will realize our expectations or that our beliefs will prove correct.
Important factors that could cause actual results and outcomes to differ
materially from those indicated in the forward-looking statements include, among
others, the following: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the Merger Agreement;
(2) the institution or outcome of any legal proceedings that may be instituted
against the Company and/or Mattress Firm following the announcement of the
Merger Agreement and the transactions contemplated therein; (3) the inability of
the parties to complete the proposed transaction, including due to failure to
obtain certain regulatory approvals, or satisfy other conditions to closing in
the Merger Agreement; (4) the ability to successfully integrate Mattress Firm
into the Company's operations and realize synergies from the transaction; (5)
the possibility that the expected benefits of the acquisition are not realized
when expected or at all; (6) 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; (7) the impact of the
macroeconomic environment in both the
No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This Current Report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits.
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Exhibit
Number Description
Press Release dated May 9, 2023 , titled "Leading Global Bedding Company
99.1 Tempur Sealy to Acquire Mattress Firm, the Nation's Largest Mattress
Specialty Retailer"
99.2 Tempur Sealy International, Inc. to Acquire Mattress Firm Investor
Presentation
104 Cover page interactive data file (embedded within the Inline XBRL document).
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