Tempur Sealy Completes $5 Billion Acquisition of Mattress Firm

Cleary Gottlieb represented Tempur Sealy International Inc. (Tempur Sealy) in its acquisition of Mattress Firm Group Inc. (Mattress Firm), the nation’s largest mattress specialty retailer, in a cash and stock transaction valued at approximately $5 billion (up from the initial $4 billion based on the Tempur Sealy stock price at the time the deal was announced in May 2023).

The purchase price was funded with approximately $2.7 billion of cash to repay Mattress Firm’s debt and other items and 34.2 million shares of Tempur Sealy common stock. The cash payment was funded using a combination of cash on hand and proceeds from borrowings under Tempur Sealy’s credit facilities.

The transaction closed on February 5, 2025, approximately 21 months after the deal was publicly announced, and following a lengthy battle with the Federal Trade Commission (FTC). On July 2, 2024, after over a year of investigating, the FTC opened an administrative proceeding to block the transaction and simultaneously sought a preliminary injunction in federal court. On January 31, 2025, the federal court rejected the FTC’s effort to enjoin the transaction. The FTC did not seek an injunction pending a potential appeal. The administrative proceeding remains pending.

Together, Tempur Sealy and Mattress Firm’s combined global footprint includes approximately 3,000 retail stores, 30 e-commerce platforms, 71 manufacturing facilities, four state-of-the-art R&D facilities, and more than 21,000 employees. On a pro forma basis, Tempur Sealy and Mattress Firm generated approximately $8 billion in sales over the previous twelve months ending December 31, 2024.

For more information, please see the press release.