Filing Details

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

 

 

(1)	Beneficial ownership of the common stock of the Mattress Firm Holding Corp. (Mattress Firm) is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such common stock as a result of the Tender and Support Agreements (as defined below) and the Support Agreements (as defined below) described in this Schedule 13D. The aggregate amount that may be beneficially owned by each Reporting Person consists of (i) the 13,599,280 shares of common stock subject to the Tender and Support Agreements, with respect to which the Reporting Persons may be deemed to have beneficial ownership and voting power and (ii) 5,646,117 shares that are subject to the Support Agreements, with respect to which the Reporting Persons may be deemed to have beneficial ownership, in each case as disclosed on lines 7-11 above and as described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any shares of common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or for any other purpose, and such beneficial ownership is expressly disclaimed including pursuant to Rule 13d-4 under the Exchange Act.
(2)	Based on 37,718,175 shares of Mattress Firm common stock outstanding as of August 10, 2016 (including 483,886 shares of common stock subject to forfeiture conditions) as provided by Mattress Firm and set forth in the Schedule 14D-9 filed by Mattress Firm on the date hereof.

 

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(1)	Beneficial ownership of the common stock of the Mattress Firm Holding Corp. (Mattress Firm) is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such common stock as a result of the Tender and Support Agreements (as defined below) and the Support Agreements (as defined below) described in this Schedule 13D. The aggregate amount that may be beneficially owned by each Reporting Person consists of (i) the 13,599,280 shares of common stock subject to the Tender and Support Agreements, with respect to which the Reporting Persons may be deemed to have beneficial ownership and voting power and (ii) 5,646,117 shares that are subject to the Support Agreements, with respect to which the Reporting Persons may be deemed to have beneficial ownership, in each case as disclosed on lines 7-11 above and as described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any shares of common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or for any other purpose, and such beneficial ownership is expressly disclaimed including pursuant to Rule 13d-4 under the Exchange Act.
(2)	Based on 37,718,175 shares of Mattress Firm common stock outstanding as of August 10, 2016 (including 483,886 shares of common stock subject to forfeiture conditions) as provided by Mattress Firm and set forth in the Schedule 14D-9 filed by Mattress Firm on the date hereof.

 

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(1)	Beneficial ownership of the common stock of the Mattress Firm Holding Corp. (Mattress Firm) is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such common stock as a result of the Tender and Support Agreements (as defined below) and the Support Agreements (as defined below) described in this Schedule 13D. The aggregate amount that may be beneficially owned by each Reporting Person consists of (i) the 13,599,280 shares of common stock subject to the Tender and Support Agreements, with respect to which the Reporting Persons may be deemed to have beneficial ownership and voting power and (ii) 5,646,117 shares that are subject to the Support Agreements, with respect to which the Reporting Persons may be deemed to have beneficial ownership, in each case as disclosed on lines 7-11 above and as described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any shares of common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or for any other purpose, and such beneficial ownership is expressly disclaimed including pursuant to Rule 13d-4 under the Exchange Act.
(2)	Based on 37,718,175 shares of Mattress Firm common stock outstanding as of August 10, 2016 (including 483,886 shares of common stock subject to forfeiture conditions) as provided by Mattress Firm and set forth in the Schedule 14D-9 filed by Mattress Firm on the date hereof.

 

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SCHEDULE 13D

 

Item 1.                   Security and Issuer.

 

This statement on Schedule 13D (this Schedule 13D) relates to the common stock, par value $0.01 per share (the Shares), of Mattress Firm Holding Corp., a Delaware corporation (Mattress Firm). Mattress Firms principal executive offices are located at 5815 Gulf Freeway, Houston, Texas 77023.

 

Item 2.                   Identity and Background.

 

This Schedule 13D is being filed jointly on behalf of Steinhoff International Holdings N.V., a company incorporated under the laws of the Netherlands (Naamloze Vennootschap) (Steinhoff), Stripes US Holding, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Steinhoff (HoldCo), and Stripes Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of HoldCo (Purchaser). Steinhoff, HoldCo and Purchaser are collectively hereinafter referred to as the Reporting Persons. The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13D as Exhibit 15 (which is hereby incorporated by reference) pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the Exchange Act).

 

The principal executive office of each of Steinhoff, HoldCo and Purchaser is located at Block D, De Wagenweg Office Park, Stellentia Road, Stellenbosch 7600, South Africa. The telephone number at such office is +27 (21) 808 0700.

 

Steinhoff is an integrated retailer that manufactures, sources and retails furniture, household goods and general merchandise in Europe, Africa and Australasia. HoldCo and Purchaser were recently incorporated for the purpose of acquiring all of the issued and outstanding Shares and consummating the transactions contemplated by the Merger Agreement (defined in Item 4 below). To date, HoldCo and Purchaser have engaged and are expected to engage in no activities other than those incidental to the Offer (defined in Item 4 below), the Merger (defined in Item 4 below) and the Merger Agreement.

 

The name, business address and present principal occupation or employment of each director and executive officer of the Reporting Persons are set forth on Schedule A hereto and incorporated herein by reference. During the last five years, none of the Reporting Persons and, to the best knowledge of each of the Reporting Persons, none of the persons named on Schedule A has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.                   Source and Amount of Funds or Other Consideration.

 

The Tender and Support Agreements described in Item 4 below (the terms of which are hereby incorporated by reference) were entered into by and among Steinhoff, HoldCo, Purchaser and certain stockholders associated with J.W. Childs Associates, Inc. (the J.W. Childs Tender and Support Stockholders). The Support Agreements described in Item 4 below were entered into by and among Steinhoff, HoldCo, Purchaser and certain investment funds and related entities affiliated with or managed by affiliates of Berkshire Partners Holdings LLC (the Berkshire Funds), or by and among Steinhoff, HoldCo, Purchaser and Dale R. Carlsen, a director of Mattress Firm, and certain trusts related to Mr. Carlsen, (the Carlsen Stockholders and together with the Berkshire Funds, the Support Stockholders). No Reporting Person paid any amount to the J.W. Childs Tender and Support Stockholders or the Support Stockholders in connection with the execution and delivery of any of the Tender and Support Agreements or the Support Agreements, as applicable, and as a result no funds were used for such purpose.

 

The total amount of funds required by Steinhoff to consummate the Offer (as defined below) described in Item 4 below (the terms of which are hereby incorporated by reference) and purchase all outstanding Shares in the Offer

 

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and to provide funding in connection with the Merger is approximately $2.4 billion, including related transaction fees and expenses. Steinhoff has access to, and will provide HoldCo and Purchaser with, sufficient funds to purchase all Shares validly tendered in the Offer and to fund Purchasers acquisition of the remaining Shares in the Merger.

 

Item 4.                   Purpose of Transaction.

 

Steinhoff, HoldCo and Purchaser entered into an Agreement and Plan of Merger, dated as of August 6, 2016 (the Merger Agreement), with Mattress Firm. The Merger Agreement provides, among other matters, that as soon as practicable following (and in no event later than the business day following) the consummation of the Offer (the Offer Closing) and the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Purchaser will merge with and into Mattress Firm (the Closing of the Merger), with Mattress Firm continuing as the surviving corporation in the Merger and becoming a direct, wholly-owned subsidiary of HoldCo (the Surviving Corporation). At the effective time of the Merger (the Effective Time), each Share then issued and outstanding (other than (i) treasury Shares, (ii) Shares owned by Steinhoff or Mattress Firm or any direct or indirect, wholly-owned subsidiary of Steinhoff or Mattress Firm and (iii) Shares held by a Mattress Firm stockholder who is entitled to demand, properly demands and is entitled to maintain a judicial proceeding for appraisal of such Shares pursuant to Section 262 of the General Corporation Law of the State of Delaware (the DGCL)) will be cancelled and converted into the right to receive a purchase price of $64.00 per Share (the Offer Price) in cash and without interest (the Merger Consideration). Stockholders who validly exercise appraisal rights under Delaware law will be entitled to receive a judicially determined fair value for their Shares, which value could be more or less than the Merger Consideration.

 

In connection with the Merger Agreement, the J.W. Childs Tender and Support Stockholders, who collectively beneficially own approximately 36.1% of the outstanding Shares, each solely in their respective capacities as stockholders of Mattress Firm entered into a tender and support agreement (collectively, the Tender and Support Agreements) with Steinhoff, HoldCo and Purchaser. Each Tender and Support Agreement provides that, absent the occurrence of certain events (being the termination of the Offer or the Tender and Support Agreement or the occurrence of certain adverse modifications of the recommendation of Mattress Firms board of directors in favor of the Offer and the Merger), the applicable J.W. Childs Tender and Support Stockholder will tender all of the Shares held by it in the Offer. Each Tender and Support Agreement also provides that, in connection with any meeting of stockholders of Mattress Firm, or any action by written consent, the applicable J.W. Childs Tender and Support Stockholder grants Steinhoff a proxy to vote all of the Shares held by it: (i) in favor of the Merger or in any other transaction pursuant to which Steinhoff proposes to acquire Mattress Firm in which the consideration is equal to or greater than the consideration to be received in the Offer; and (ii) against any action or agreement which would impede or interfere with the Offer or the Merger. Pursuant to each Tender and Support Agreement, in the event that (i) Steinhoff increases the Offer Price above $64.00 per share, or (ii) Mattress Firm is obligated to pay a termination fee and an acquisition proposal from a third party at a price higher than the Offer Price occurs within one year of commencement of the Offer, Steinhoff is entitled to receive from the applicable J.W. Childs Tender and Support Stockholder 90% of all profits above the Offer Price received by it in respect of the Shares, subject to its Tender and Support Agreement. Each Tender and Support Agreement, other than the profit sharing provisions described in clause (ii) above, terminates upon certain events, including completion of the Merger or certain adverse modifications or termination of the Merger Agreement pursuant to its terms.

 

Furthermore, in connection with the Merger Agreement, the Berkshire Funds, who collectively own approximately 13.9% of the outstanding Shares, and the Carlsen Stockholders, who collectively own approximately 1.0% of the outstanding Shares, solely in their respective capacities as stockholders of Mattress Firm, separately entered into support agreements (the Support Agreements) with Steinhoff, HoldCo and Purchaser. Each Support Agreement provides that the applicable Support Stockholder will vote all of the Shares held by such Support Stockholder in connection with any meeting of stockholders of Mattress Firm, or any action by written consent, against any action or agreement which would impede or interfere with the Offer or the Merger. Pursuant to the Support Agreements, in the event that (i) Steinhoff increases the Offer Price above $64.00 per Share or (ii) Mattress Firm is obligated to pay a termination fee and an acquisition proposal from a third party at a price higher than the Offer Price occurs within one year of commencement of the Offer, Parent is entitled to receive from each Support Stockholder 90% of all profits above the Offer Price received by it in respect of the Shares subject to its Support Agreement. The Support Agreements, other than the profit sharing provisions described in clause (ii) above,

 

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terminate upon certain events, including completion of the Merger or certain adverse modifications or termination of the Merger Agreement pursuant to its terms.

 

Schedule B lists the stockholders who are parties to the Tender and Support Agreements or the Support Agreements, as applicable, and the number of Shares that are beneficially held by each of such stockholders and are subject to this Schedule 13D.

 

The Merger Agreement provides that: (i) the certificate of incorporation of Mattress Firm, as in effect immediately prior to the Effective Time, will be amended and restated as of the Effective Time to be in the form of the certificate of incorporation of Purchaser (except with respect to the name of the company), and as so amended and restated will be the certificate of incorporation of the Surviving Corporation until thereafter amended and (ii) the bylaws of Mattress Firm, as in effect immediately prior to the Effective Time, will be amended and restated as of the Effective Time to be in the form of the bylaws of Purchaser (except with respect to the name of the company), and such bylaws, as so amended and restated, will be the bylaws of the Surviving Corporation until thereafter amended.

 

The Merger will be governed by and effected under Section 251(h) of the DGCL. Accordingly, after the Offer Closing and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Purchaser, Steinhoff, HoldCo and Mattress Firm will cause the Closing of the Merger to take place as soon as practicable without a meeting of stockholders of Mattress Firm in accordance with Section 251(h) of the DGCL. Following the Merger, the directors of Purchaser immediately prior to the Effective Time will be the directors of the Surviving Corporation, and the officers of Mattress Firm immediately prior to the Effective Time will be the officers of the Surviving Corporation.

 

The foregoing descriptions of the Merger Agreement, the Tender and Support Agreements and the Support Agreements are qualified in their entirety by reference to the full terms of the Merger Agreement, the Tender and Support Agreements and the Support Agreements, which are filed as Exhibits 1 to 14 and are incorporated herein by reference.

 

Following the Merger, the Shares will no longer be traded on the NASDAQ Global Select Market, there will be no public market for the Shares and registration of the Shares under the Exchange Act will be terminated.

 

The purpose of the Tender and Support Agreements and the Support Agreements is to facilitate the acquisition of Shares in the Offer and the consummation of the Merger. The purpose of the Offer and the Merger is to acquire control of, and the entire equity interest in, Mattress Firm.

 

Item 3 is incorporated by reference into this Item 4.

 

Except as set forth in this Schedule 13D and in connection with the Offer and the Merger described above, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.                   Interest in Securities of the Issuer.

 

The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 4 is incorporated herein by reference.

 

(a)-(b) As a result of the Tender and Support Agreements, Steinhoff, HoldCo and Purchaser may be deemed to have the power to vote up to 13,599,280 Shares (or approximately 36.1% of all issued and outstanding Shares as of August 10, 2016) in favor of approval of the Merger or in connection with certain other matters described in Item 3 above, and thus, each Reporting Person may be deemed to be the beneficial owner of those 13,599,280 Shares. Furthermore, as a result of the Support Agreements, Steinhoff, HoldCo and Purchaser may be deemed to have the power to cause up to an additional 5,646,117 Shares (or approximately 15.0% of all outstanding Shares as of August 10, 2016) to support the Offer and the Merger, and thus, each Reporting Person may be deemed to be the beneficial owner of those 5,646,117 Shares, and, together with the 13,599,280 Shares referred to above, a total of 19,245,397 Shares (or approximately 51.0% of all issued and outstanding Shares as of August 10, 2016).

 

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Due to the nature of the Tender and Support Agreements and the Support Agreements as described above, one or more of the Reporting Persons, the J.W. Childs Tender and Support Stockholders and the Support Stockholders (together, the Parties) may be deemed, individually or as part of one or more  groups (within the meaning of Section 13(d)(3) of the Exchange Act), to beneficially own the Shares beneficially owned by another Party individually. The Reporting Persons do not affirm membership in, and expressly disclaim that they have agreed to act as, a group (within the meaning of Rule 13(d)-5 of the Exchange Act) with any of the other Parties or any other person. This Schedule 13D shall not be construed as acknowledging that any of the Parties is a member of a group with any of the other Parties or any other person.

 

All Shares that might be deemed to be beneficially owned by the Reporting Persons constitute approximately 51.0% of the issued and outstanding Shares as of August 10, 2016 (as provided by Mattress Firm and set forth in the Schedule 14D-9 filed by Mattress Firm on the date hereof). This calculation is based on 37,718,175 Shares outstanding as of August 10, 2016 (including 483,886 shares of common stock subject to forfeiture conditions) as provided by Mattress Firm and set forth in the Schedule 14D-9 filed by Mattress Firm on the date hereof.

 

The Reporting Persons (i) are not entitled to any rights as a stockholder of Mattress Firm as to the Shares covered by the Tender and Support Agreements and the Support Agreements, except as otherwise expressly provided in the Tender and Support Agreements and the Support Agreements, and (ii) disclaim all beneficial ownership of such Shares.

 

Except as set forth in this Item 5, none of the Reporting Persons and, to the best knowledge of such Reporting Persons, no person named in Schedule A hereto, beneficially owns any Shares of Mattress Firm.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(c)  Except as set forth in this Item 5, to the best knowledge of the Reporting Persons, no Reporting Person nor any other person listed in Schedule A hereto has effected any transaction in the Shares during the past 60 days.

 

(d)  To the best knowledge of the Reporting Persons, no other person has the right to receive dividends from, or the proceeds from the sale of, the Shares referred to in this Item 5.

 

(e)  Not applicable.

 

Item 6.                   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The information set forth under Items 3, 4 and 5 of this Schedule 13D is incorporated herein by reference. Except for the agreements described in this Schedule 13D, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), among the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule A hereto, or between such persons and any other person, with respect to any securities of Mattress Firm, including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7.                   Material to be Filed as Exhibits.

 

Exhibit Number		Exhibit Name
1.		Agreement and Plan of Merger, dated as of August 6, 2016, among Mattress Firm, Steinhoff, HoldCo and Purchaser (incorporated by reference to Exhibit (d)(1) to the Schedule TO-T filed by Steinhoff on the date hereof)
2.		Tender and Support Agreement, dated as of August 6, 2016, by and among Steinhoff, HoldCo, Purchaser and JWC Mattress Holdings, LLC (incorporated by reference to Exhibit (d)(2) to the Schedule TO-T filed by Steinhoff on the date hereof)

 

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3.		Tender and Support Agreement, dated as of August 6, 2016, by and among Steinhoff, HoldCo, Purchaser and Winter Street Opportunities Fund, L.P. (incorporated by reference to Exhibit (d)(3) to the Schedule TO-T filed by Steinhoff on the date hereof)
4.		Tender and Support Agreement, dated as of August 6, 2016, by and among Steinhoff, HoldCo, Purchaser and JWC Fund III Co-Invest, LLC (incorporated by reference to Exhibit (d)(4) to the Schedule TO-T filed by Steinhoff on the date hereof)
5.		Tender and Support Agreement, dated as of August 6, 2016, by and among Steinhoff, HoldCo, Purchaser and John W. Childs 2013 Charitable Remainder Trust (incorporated by reference to Exhibit (d)(5) to the Schedule TO-T filed by Steinhoff on the date hereof)
6.		Support Agreement, dated as of August 6, 2016, by and among Steinhoff, HoldCo, Purchaser and Berkshire Fund VIII, L.P. (incorporated by reference to Exhibit (d)(6) to the Schedule TO-T filed by Steinhoff on the date hereof)
7.		Support Agreement, dated as of August 6, 2016, by and among Steinhoff, HoldCo, Purchaser and Berkshire Fund VIII-A, L.P. (incorporated by reference to Exhibit (d)(7) to the Schedule TO-T filed by Steinhoff on the date hereof)
8.		Support Agreement, dated as of August 6, 2016, by and among Steinhoff, HoldCo, Purchaser and Berkshire Investors III LLC (incorporated by reference to Exhibit (d)(8) to the Schedule TO-T filed by Steinhoff on the date hereof)
9.		Support Agreement, dated as of August 6, 2016, by and among Steinhoff, HoldCo, Purchaser and Berkshire Investors IV LLC (incorporated by reference to Exhibit (d)(9) to the Schedule TO-T filed by Steinhoff on the date hereof)
10.		Support Agreement, dated as of August 6, 2016, by and among Steinhoff, HoldCo, Purchaser and Stockbridge Absolute Return Fund, L.P. (incorporated by reference to Exhibit (d)(10) to the Schedule TO-T filed by Steinhoff on the date hereof)
11.		Support Agreement, dated as of August 6, 2016, by and among Steinhoff, HoldCo, Purchaser and Stockbridge Fund, L.P. (incorporated by reference to Exhibit (d)(11) to the Schedule TO-T filed by Steinhoff on the date hereof)
12.		Support Agreement, dated as of August 6, 2016, by and among Steinhoff, HoldCo, Purchaser and Stockbridge Master Fund (OS), L.P. (incorporated by reference to Exhibit (d)(12) to the Schedule TO-T filed by Steinhoff on the date hereof)
13.		Support Agreement, dated as of August 6, 2016, by and among Steinhoff, HoldCo, Purchaser and Stockbridge Partners LLC (incorporated by reference to Exhibit (d)(13) to the Schedule TO-T filed by Steinhoff on the date hereof)
14.		Support Agreement, dated as of August 6, 2016, by and among Steinhoff, HoldCo, Purchaser, Dale R. Carlsen, Dale R. Carlsen Stock Trust U.D.T. August 5, 1997 and Dale R. Carlsen Family Revocable Trust (incorporated by reference to Exhibit (d)(14) to the Schedule TO-T filed by Steinhoff on the date hereof)
15.		Joint Filing Agreement, dated as of the date hereof, by and among Steinhoff, HoldCo and Purchaser

 

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SIGNATURE

 

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 16, 2016

 

		Stripes Acquisition Corp.
	By:	/s/ Andries Benjamin la Grange
		Name:	Andries Benjamin la Grange
		Title:	Treasurer
		Stripes US Holding, Inc.
	By:	/s/ Andries Benjamin la Grange
		Name:	Andries Benjamin la Grange
		Title:	Treasurer
		Steinhoff International Holdings N.V.
	By:	/s/ Andries Benjamin la Grange
		Name:	Andries Benjamin la Grange
		Title:	Chief Financial Officer

 

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SCHEDULE A

 

Steinhoff International Holdings N.V.

 

The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director (referred to below as a member of the Supervisory Board) and executive officer (referred to below as a member of the Management Board) of Steinhoff are set forth below. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to a position with Steinhoff. Unless otherwise indicated, the business address of each director and executive officer of Steinhoff is Block D, De Wagenweg Office Park, Stellentia Road, Stellenbosch 7600. Each director and executive officer of Steinhoff is a citizen of South Africa, except for Mr. Daun (German), Mr. Steinhoff (German), Ms. Krüger-Steinhoff (German) and Mr. Guibert (French).

 

 

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SCHEDULE A

 

Stripes US Holding, Inc.

 

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of HoldCo are set forth below. If no business address is given, the directors or executive officers business address is Block D, De Wagenweg Office Park, Stellentia Road, Stellenbosch 7600. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to HoldCo. Directors are identified by an asterisk.

 

 

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SCHEDULE A

 

Stripes Acquisition Corp.

 

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Purchaser are set forth below. If no business address is given, the directors or executive officers business address is Block D, De Wagenweg Office Park, Stellentia Road, Stellenbosch 7600. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to Purchaser. Directors are identified by an asterisk.

 

 

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SCHEDULE B

 

Stockholders and Subject Shares

 

Company Stockholder		Subject Shares
J.W. Childs Associates, L.P.
John W. Childs 2013 Charitable Remainder Trust		326,251
JWC Fund III Co-Invest, LLC		18,787
JWC Mattress Holdings, LLC		12,713,589
Winter Street Opportunities Fund, L.P.		540,653
Total		13,599,280
Berkshire Partners LLC
Berkshire Fund VIII, L.P.		1,687,158
Berkshire Fund VIII-A, L.P.		701,028
Berkshire Investors III LLC		29,550
Berkshire Investors IV LLC		27,544
Stockbridge Absolute Return Fund, L.P.		6,412
Stockbridge Fund, L.P.		2,106,703
Stockbridge Master Fund (OS), L.P.		187,154
Stockbridge Partners LLC		507,952	(1)
Total		5,253,501
Dale R. Carlsen
Dale R. Carlsen Stock Trust U.D.T August 5, 1997		389,764
Dale R. Carlsen Family Revocable Trust		382
Dale R. Carlsen		2,470
Total		392,616
Grand Total		19,245,397

 

(1)                                 Number of shares held on behalf of certain other accounts.

 

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