Tempur Sealy International, Inc. (TPX) Special Call Transcript

Jul. 08, 2024 9:10 AM ETTempur Sealy International, Inc. (TPX) Stock

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Tempur Sealy International, Inc. (NYSE:TPX) Special Call July 8, 2024 8:00 AM ET

Company Participants

Aubrey Moore – Investor Relations
Scott Thompson – Chairman, President & Chief Executive Officer

Scott Thompson

Thank you, Aubrey. Good morning, everyone. And thank you for joining us on our call today. As we announced last week, the FTC has initiated litigation to challenge the combination of Tempur Sealy and Mattress Firm. We felt that sharing a bit more information would be beneficial, not just for investors, but also for our employees and Mattress Firm’s employees who drive the company’s successes. We’re working hard to properly and timely communicate a consistent message to all interested parties.

So, I’d like to take a moment to share some remarks on the current situation, but as I’m sure you’ll understand, as this acquisition is being challenged in court, the company’s commentary is limited. We’ve received some questions via email and we’ll address them as appropriate towards the end of the call. Additionally, we are in a quiet period regarding market conditions and earnings, so I’ll not be able to comment on those topics. We expect to report second-quarter earnings in the coming weeks.

Turning to the topic of the call today, we’ve been working constructively with the FTC to secure regulatory approval for this transaction for over a year. Since complying with the agency’s second request on November 17, 2023, we have voluntarily granted the FTC six extensions of time to complete its review. The FTC has a key role as a regulatory body, and we appreciate their extensive effort to understand the industry and the transaction. While we spent more time in FTC staff review than we planned, we felt it was appropriate given their important job. We are disappointed by the FTC’s position, but have always believed this transaction is consistent with the law, and in the current regulatory environment, we’re prepared for this step.

The bedding industry is highly competitive, offering consumers a diverse selection of products, brands, price points, and purchasing channels. Brick-and-mortar retailers and direct-to-consumer bedding brands sell millions of bedding products online each year. In fact, we believe e-commerce, which includes mattresses at all price points, is the fastest growing channel in our industry. Our own websites provide clear proof point of the ability to sell high-end bedding online. Additionally, there are thousands of brick-and-mortar stores across the United States where consumers can purchase bedding products, only a small fraction of which are operated by Mattress Firm. A quick Google Search or even driving down the street presents numerous bedding distribution options. We remain confident that our combination will unlock incremental benefits for all stakeholders.

In particular, we are confident that the combination will drive exceptional benefits to consumers. Mattress Firm’s strong retail presence complements Tempur Sealy’s manufacturing capability, which facilitates more targeted innovation, improves the customer experience, and ensures high quality, durable products. Additionally, we expect to achieve cost synergies by leveraging our global scale and vertically integrated infrastructure to drive efficiencies through logistics, product lifecycle management, manufacturing optimization, and sourcing initiatives. All of these factors allow us to further execute on Tempur Sealy’s mission to improve sleep of more people’s lives through sleep.

We manufacture 100% of our mattresses we sell domestically in the United States. Let me reread that for you. We manufacture 100% of our mattresses we sell domestically in the United States. Supporting thousands of jobs across 38 states and territories, we disagree with the FTC’s statement that the transaction may harm the U.S. workforce. We’ve had extensive discussions about this transaction with our labor unions representing our employees, and the majority of the unions submitted letters to support the transaction reflecting their belief that the transaction will benefit their members and not adversely impact workers of other bedding companies that they represent. None of the unions representing our employees have expressed opposition to the transaction.

Let me be clear from the start. We have planned for and publicly stated that we see Mattress Firm as a multi-branded bedding retailer. They’ve been a valued retail partner for more than 35 years, and we know one of their many strengths is their diverse offering, which includes leading brands and complementary private label products, providing a broad range of innovative consumer solutions. We are committed to maintaining a curated, comprehensive, and diversified product assortment that is core to their business success and inherent in the intrinsic value of Mattress Firm that we are paying over $4 billion to acquire. Keeping Mattress Firm in multi-brand retail is consistent with how we operate the multi-branded bedding retailers we have acquired in Europe.

In our prior retail acquisitions in the international market, both our brand and others have flourished. Further confirming our intention to run Mattress Firm consistent with its current multi-branded strategy, we also, underscoring the — excuse me, left startup. Furthermore confirming our intention to run Mattress Firm consistent with its current multi-branded strategy, and also underscoring the absence of any possible theory of competitive harm as part of this transaction, we have committed: one, to make a substantial divestiture of stores and supporting infrastructure to rapidly growing US mattress retailer; two, to maintain floor slots at Mattress Firm for third-party brands; and third, to take additional actions. Our slot commitment ensures a portion of the floor will be reserved for the best non-Tempur Sealy products in the market. We’ve successfully engaged with numerous Mattress Firm suppliers on post-merger supply agreements and have executed several, including one with a supplier who does not currently supply Mattress Firm. We’re confident in our pro-competitive rationale of this transaction and look forward to presenting the many benefits of the combination.

We believe that a successful litigation process can be completed in the coming months, which would allow us to close the transaction in late 2024 or early 2025. As I mentioned previously, relative to our original expectations, the timeline has elongated a bit as we worked constructively with the FTC. Lastly, [forward] (ph) to all the Tempur Sealy and Mattress Firm employees who every day provide customers with great products and services. Despite the elongated regulatory process, nothing has dissuaded us from wanting to come together and to continue to succeed. Thank you for your patience and ongoing support for the combination.

Now, let me touch on a couple of questions we’ve heard. What is the process from here? We’re still evaluating the lawsuit to better understand the next steps for our case. Hearing dates had not yet been set, but we expect these to proceed in the next few months.

What is the probability of success? We believe we have a very strong case based on the facts and law. How do you think about your litigation strategy? We’ll try the case in court, not in the public. So I’ll have to pass on all strategy-related questions and the array of what-if scenarios. Good news is, we expect the process to be relatively short to get to judgment. There are numerous questions about competitors’ financial viability with or without this transaction. All I can say is, we have no comment on competitors’ financial conditions.

What court and judge is assigned to the case? The case has been filed in the United States Southern District Court of Texas and assigned to Judge Charles Eskridge. What is plan B for the company if there’s no transaction with Mattress Firm? As we’ve said in the past, the company is deleveraging. And without the transaction, the company will have a low leverage ratio. Without this transaction, we expect to follow our historic process for allocating capital to maximize risk-adjusted returns, which I would expect would result in a material fair repurchase. This will be determined by Tempur Sealy’s Board of Directors.

That concludes our remarks at this time. Thank you for your interest in this transaction and support for the team and our Board of Directors. Operator, that ends the call today.

Operator

Thank you. This does conclude today’s Tempur Sealy International Business Update Call. Thank you for your participation. You may disconnect at any time.

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