SOMNIGROUP INTERNATIONAL INC. 10-Q

ITEM 1A. RISK FACTORS In order to consummate the previously disclosed, pending merger with Mattress Firm, we and Mattress Firm must obtain certain governmental approvals, and if such approvals are not granted or are granted with conditions, consummation of the merger may be jeopardized, may not occur, or may be delayed, or the anticipated benefits of the merger may not be achieved. On May 9, 2023, we entered into the Merger Agreement to acquire Mattress Firm. On July 2, 2024, the FTC filed the Actions. The FTC alleges in the Actions that, if consummated, the pending acquisition of Mattress Firm may substantially lessen competition and would be an unfair method of competition. In each of the Company's and Mattress Firm's respective answers to the Actions, the Company and Mattress Firm each denied the FTC's substantive allegations; asserted numerous defenses; described the pro-competitive aspects and significant consumer benefits relating to the merger; and denied that the combination of their respective businesses would violate any law. The failure to satisfy all of the required closing conditions, including as a result of the Actions, could delay the merger for a significant period of time (including beyond the termination date of February 9, 2025) or prevent it from occurring. 32 Table of Contents The FTC and the federal courts have broad discretion in administering the governing laws and regulations, and may take into account various facts and circumstances in their consideration of the merger. The failure to satisfy all of the required closing conditions, including as a result of the antitrust actions by the FTC, could delay the completion of the merger for a significant period of time (including beyond the termination date of February 9, 2025) or prevent it from occurring. The FTC or a federal court may also impose conditions, terms, obligations or restrictions, or require divestitures as a condition of permitting the merger. As further described in the Merger Agreement, we have agreed to take certain divestiture actions and agree to certain other obligations or commitments in connection with the consummation of the merger if reasonably likely to permit consummation of the merger, provided that we are not required to take any divestiture actions in excess of an agreed amount specified in the Merger Agreement or if such actions, commitments and divestitures individually or in the aggregate would or would reasonably be expected to have a material and adverse impact on our business or the business of Mattress Firm or the anticipated benefits to the Company of the merger. While we are pursuing the divestiture of certain of our and Mattress Firm's stores, the progress of such process may change and there can be no assurance that we will successfully complete this process on the expected timing or at all. There can be no assurance that the FTC or a federal court will not impose the aforementioned divestiture obligations, conditions, terms, obligations or restrictions and that such divestiture obligations, conditions, terms, obligations or restrictions will not have the effect of delaying or preventing consummation of the merger or imposing additional material costs on or limiting the benefits of the merger to the Company, or otherwise adversely affecting, including to a material extent, our business, results of operations and financial condition after consummation of the merger. If we are required to divest assets or businesses, there can be no assurance that we will be able to negotiate such divestitures expeditiously or on favorable terms or that the FTC or a federal court will approve the terms of such divestitures. We can provide no assurance that these divestiture obligations, conditions, terms, obligations or restrictions will not result in the abandonment of the merger and termination of the Merger Agreement.