STEINHOFF INTERNATIONAL HOLDINGS N.V. - Steinhoff Recapitalisation Of Mattress Firm

Steinhoff – Recapitalisation Of Mattress Firm

Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019

Steinhoff Investment Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1954/001893/06)
JSE Code: SHFF
ISIN: ZAE000068367

DISCLOSURE OF INSIDE INFORMATION PURSUANT TO ART. 17 OF THE EU MARKET ABUSE
REGULATION (EU 596/2014, MAR)

Steinhoff – recapitalisation of Mattress Firm
Steinhoff International Holdings N.V. (the “Company” and with its subsidiaries, the “Group”)

Mattress Firm financial restructuring

The Company announces that its subsidiary Mattress Firm, Inc., along with its U.S. subsidiaries
(together, “Mattress Firm”), is filing voluntary Chapter 11 cases in the United States Bankruptcy
Court for the District of Delaware (the “Mattress Firm Filing”). The Mattress Firm Filing implements
a pre-packaged plan of reorganisation that, among other things, provides Mattress Firm
access to new financing to support its business and establishes an efficient and orderly process
for closing certain underperforming store locations in the United States.

In conjunction with its pre-packaged plan, Mattress Firm received a commitment for
approximately US$250 million in debtor-in-possession financing with a three-month term to
support its ongoing operations during the Chapter 11 proceedings, the pre-packaged
restructuring process being expected to complete within the next 45 to 60 days. Mattress Firm
also secured a commitment for a four-year term loan of $400 million and an ABL facility of $125
million as exit financing in connection with which the exit lenders will receive 49.9% of the equity
in Stripes US Holding, Inc. (“SUSHI”) or Mattress Firm Holdco, Inc. at no cost, with the Group
initially retaining a 50.1% equity interest. In relation to their equity stake, the exit lenders have
customary shareholder rights in relation to governance and sale of their interest with the ability
to bring-along a pro-rata portion of the Group’s retained equity interest. There will further be
an unfunded $150 million payment in kind loan which will become repayable by SUSHI upon a
five-year maturity. A management incentive plan in respect of Mattress Firm will be put in
place subject to appropriate vesting conditions.

The Mattress Firm Filing does not directly impact the other operating businesses of the Group
and is not expected to have any material effect on the trading of these operations.

Shareholders and other investors in the Company are advised to exercise caution when
dealing in the securities of the Group.

JSE Sponsor: PSG Capital
Stellenbosch, 5 October 2018

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