Somnigroup Announces Pricing of Secondary Offering of Common Stock

Rhea-AI Summary

Somnigroup International (NYSE: SGI) has announced the pricing of a secondary offering of 15,376,743 shares of common stock at $62.00 per share. The shares are being sold by the former majority shareholder of Mattress Firm Group Inc., a subsidiary of IBEX Topco B.V. Notably, Somnigroup will not receive any proceeds from this offering. The offering is expected to close around May 13, 2025, with Goldman Sachs & Co. LLC serving as the sole underwriter. The shares are being offered through the company's automatically effective shelf registration statement on Form S-3 filed with the SEC.

Positive

• None.

Negative

• Company will not receive any proceeds from the offering
• Large secondary offering of 15.4M shares could create selling pressure
• Former Mattress Firm majority shareholder reducing stake could signal reduced confidence

Insights

Financial Markets Analyst

Former Mattress Firm majority shareholder selling 15.4M Somnigroup shares at $62 in secondary offering; neutral for Somnigroup as it receives no proceeds.

A significant secondary stock offering has been priced by Somnigroup International, involving 15,376,743 shares at $62.00 per share. This represents approximately $953 million in total value. Crucially, these shares are being sold by a former majority shareholder of Mattress Firm Group (a subsidiary of IBEX Topco B.V.), not by Somnigroup itself. This distinction matters significantly as Somnigroup won't receive any proceeds from this transaction.

This secondary offering appears to be related to Somnigroup's previous acquisition of Mattress Firm, with the former majority owner now reducing their position. Goldman Sachs is serving as the sole underwriter, indicating a relatively straightforward offering process. The transaction is structured under Somnigroup's existing shelf registration statement, allowing for a streamlined offering process without additional SEC reviews.

For existing shareholders, this offering represents potential increased liquidity in SGI stock but also introduces short-term selling pressure as these shares enter the market. The $62.00 pricing suggests moderate demand given the significant volume. The offering's impact on Somnigroup's financial position should be neutral since no new shares are being issued and the company receives no proceeds, leaving its capital structure unchanged.

The amount of secondary offering shares relative to Somnigroup's total outstanding shares will determine the potential market impact, with larger percentages typically causing more significant near-term price pressure as the market absorbs the additional supply.

DALLAS, May 12, 2025 /PRNewswire/ -- Somnigroup International Inc. (NYSE: SGI, "Company" or "Somnigroup") today announced the pricing of the previously announced secondary offering (the "Offering") of 15,376,743 shares of its common stock at a price to the public of $62.00 per share. All of the shares of common stock are being sold by the former majority shareholder of Mattress Firm Group Inc., which shareholder is a subsidiary of IBEX Topco B.V., and Somnigroup will not receive any of the proceeds from the Offering. The Offering is expected to close on or about May 13, 2025, subject to customary closing conditions.

Goldman Sachs & Co. LLC is acting as the sole underwriter for the Offering.

The shares of common stock are being offered pursuant to the Company's automatically effective shelf registration statement (and prospectus) on Form S-3 previously filed with the U.S. Securities and Exchange Commission (the "SEC"). The Offering is being made only by means of a preliminary prospectus supplement and the accompanying prospectus. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the Offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, a copy of the preliminary prospectus supplement and accompanying prospectus may be obtained by contacting: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction.

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 "assumes," "estimates," "expects," "guidance," "anticipates," "might," "projects," "plans," "proposed," "targets," "intends," "believes," "will," "contemplates" 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 consummation of the Offering, the Company's expectations regarding the Mattress Firm acquisition, expectations regarding post-closing supply agreements, future performance, integration of acquired companies with our business, the Company's expected quarterly results, full year guidance and outperformance relative to the broader industry, the Company's quarterly cash dividend, the Company's expectations regarding geopolitical events (including the war in Ukraine and the conflict in the Middle East), the imposition of new tariffs or retaliatory tariffs, increases in existing tariffs and other changes in trade policy and regulations, loss of suppliers and disruptions in the supply of raw materials, the macroeconomic environment including its impact on consumer behavior, foreign exchange rates and fluctuations in such rates, the bedding industry, financial infrastructure, adjusted EPS for 2025 and subsequent periods and the Company's expectations for sales and adjusted EPS growth, product launches, expected hiring and advertising, capital project timelines, channel growth, acquisitions and commodities outlook. 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, meet its guidance, 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 Mattress Firm's ongoing operations; the ability to successfully integrate Mattress Firm into the Company'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 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 the Company's products and the factors discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. 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 Somnigroup 

Somnigroup (NYSE: SGI) is the world's largest bedding company, dedicated to improving people's lives through better sleep. With superior capabilities in design, manufacturing, distribution and retail, we deliver breakthrough sleep solutions and serve the evolving needs of consumers in more than 100 countries worldwide through our fully-owned businesses, Tempur Sealy, Mattress Firm and Dreams. Our portfolio includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy®, Stearns & Foster®, and Sleepy's®, and our global omni-channel platform enables us to meet consumers wherever they shop, offering a personal connection and innovation to provide a unique retail experience and tailored solutions.

Somnigroup Investor Relations Contact

Aubrey Moore
Investor Relations
Somnigroup International Inc.
800-805-3635
Investor.relations@somnigroup.com

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SOURCE Somnigroup International

FAQ

How many shares are being offered in Somnigroup's (SGI) secondary offering?

Somnigroup's secondary offering consists of 15,376,743 shares of common stock priced at $62.00 per share.

Will Somnigroup (SGI) receive any proceeds from the secondary offering?

No, Somnigroup will not receive any proceeds from the offering as all shares are being sold by the former majority shareholder of Mattress Firm Group Inc.

Who is the underwriter for Somnigroup's (SGI) secondary offering?

Goldman Sachs & Co. LLC is acting as the sole underwriter for the offering.

When is Somnigroup's (SGI) secondary offering expected to close?

The offering is expected to close on or about May 13, 2025, subject to customary closing conditions.

What is the price per share for Somnigroup's (SGI) secondary offering?

The secondary offering is priced at $62.00 per share.