0000904454-15-000125.txt : 20150218 0000904454-15-000125.hdr.sgml : 20150216 20150217162759 ACCESSION NUMBER: 0000904454-15-000125 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MATTRESS FIRM HOLDING CORP. CENTRAL INDEX KEY: 0001419852 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86696 FILM NUMBER: 15623064 BUSINESS ADDRESS: STREET 1: C/O MATTRESS HOLDING CORP STREET 2: 5815 GULF FREEWAY CITY: HOUSTON STATE: TX ZIP: 77023 BUSINESS PHONE: (713) 923-1090 MAIL ADDRESS: STREET 1: C/O MATTRESS HOLDING CORP STREET 2: 5815 GULF FREEWAY CITY: HOUSTON STATE: TX ZIP: 77023 FORMER COMPANY: FORMER CONFORMED NAME: MATTRESS INTERCO INC DATE OF NAME CHANGE: 20071130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Stockbridge Partners LLC CENTRAL INDEX KEY: 0001505183 IRS NUMBER: 208051585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: Stockbridge Partners LLC (D/B/A Stockbridge Investors) DATE OF NAME CHANGE: 20120313 FORMER COMPANY: FORMER CONFORMED NAME: Stockbridge Partners LLC DATE OF NAME CHANGE: 20101108 SC 13G/A 1 s13ga_021715-mattressfirmhld.htm SCHEDULE 13G/A - AMENDMENT NO. 2 FOR MATTRESS FIRM HOLDING CORP. BY STOCKBRIDGE PARTNERS LLC s13ga_021715-mattressfirmhld.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 
MATTRESS FIRM HOLDING CORP.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
57722W106
(CUSIP Number)
 
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[_] Rule 13d-1(b)
 
[X] Rule 13d-1(c)
 
[_] Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
 
 
 
 
CUSIP No. 57722W106
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Stockbridge Fund, L.P.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
 
(a)           [   ]
(b)           [X]
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
1,621,225
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,621,225
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,621,225
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.6%*
12.
TYPE OF REPORTING PERSON
 
PN
 
 
*
Percentage calculations are based on the number of shares of Common Stock outstanding as of November 28, 2014, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2014.
 
 
 
2
 

 
CUSIP No. 57722W106
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Stockbridge Absolute Return Fund, L.P.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
 
(a)           [   ]
(b)           [X]
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
5,465
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
5,465
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,465
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
less than 0.1%*
12.
TYPE OF REPORTING PERSON
 
PN
 
 
*
Percentage calculations are based on the number of shares of Common Stock outstanding as of November 28, 2014, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2014.
 
 
 
 
3
 
 
 
CUSIP No. 57722W106

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Stockbridge Partners LLC
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
 
(a) [ ]
(b) [X]
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
2,132,535
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
2,132,535
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,132,535
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.1%*
12.
TYPE OF REPORTING PERSON
 
IA
*
Percentage calculations are based on the number of shares of Common Stock outstanding as of November 28, 2014, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2014.
 
 
 

 
4
 
 
 
CUSIP No. 57722W106

 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Berkshire Partners Holdings LLC
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
 
(a)           [   ]
(b)           [X]
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
2,132,535
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
2,132,535
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,132,535
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.1%*
12.
TYPE OF REPORTING PERSON
 
OO
 
 
*
Percentage calculations are based on the number of shares of Common Stock outstanding as of November 28, 2014, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2014.
 
 
 
 

 
5
 
 
 
CUSIP No. 57722W106
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
BPSP, L.P.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
 
(a)           [   ]
(b)           [X]
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
2,132,535
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
2,132,535
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,132,535
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.1%*
12.
TYPE OF REPORTING PERSON
 
PN
 
 
*
Percentage calculations are based on the number of shares of Common Stock outstanding as of November 28, 2014, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2014.
 
 
 
6
 
 
 
CUSIP No. 57722W106
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Stockbridge Master Fund (OS), L.P.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
 
(a)           [   ]
(b)           [X]
3.
SEC USE ONLY
 
  
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
158,960
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
158,960
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,960
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%*
12.
TYPE OF REPORTING PERSON
 
PN
 
 
*
Percentage calculations are based on the number of shares of Common Stock outstanding as of November 28, 2014, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2014.
 
 

 
7
 
 
 
CUSIP No. 57722W106

 
Item 1(a).
Name of Issuer:
 
The Issuer’s name is Mattress Firm Holding Corp. (the “Company” or the “Issuer”).
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
The address of the principal executive offices of the Issuer is 5815 Gulf Freeway, Houston, Texas 77023.
 
Item 2(a).
Name of Person Filing:
 
This Schedule 13G (this “Statement”) is being filed jointly by the following (each, a “Reporting Person,” and, collectively, the “Reporting Persons”): Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) (“SF”), Stockbridge Absolute Return Fund, L.P. (“SARF”), Stockbridge Partners LLC (“SP”), Stockbridge Master Fund (OS), L.P. (“SOS”), BPSP, L.P., (“BPSP”) and Berkshire Partners Holdings LLC (“BPH”).
 
Stockbridge Associates LLC, a Delaware limited liability company (“SA”), is the general partner of SF, SARF, and SOS. BPH, a Delaware limited liability company, is the general partner of BPSP, a Delaware limited partnership. BPSP is the managing member of SP, the registered investment adviser for SF, SARF and SOS as well as certain other accounts holding shares of the Issuer.
 
The Reporting Persons often make acquisitions in, and dispose of, securities of an issuer on the same terms and conditions and at the same time. Based on the foregoing and the relationships described herein, these entities may be deemed to constitute a “group” for purposes of Section 13(g)(3) of the Act. The filing of this Statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
The following address is the principal business offices of each of the Reporting Persons and SA: 200 Clarendon Street, 35th Floor, Boston, Massachusetts 02116.
 
Item 2(c).
Citizenship:
 
Each of SF, SARF, SP, SOS, BPSP and BPH is organized under the laws of the State of Delaware.
 
Item 2(d).
Title and Class of Securities:
 
The class of equity securities to which this Statement relates is the Company’s common stock, par value $0.01 per share (the “Common Stock”).
 
Item 2(e).
CUSIP Number:
 
The CUSIP Number to which this Statement relates is 57722W106.
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
Not Applicable.
 
 
 
 
8
 
 
 
CUSIP No. 57722W106

 
Item 4.
Ownership.
 
(a)         The responses of the Reporting Persons to Row (9) of the cover pages of this Statement are incorporated herein by reference. SA is the sole general partner of SF, SARF and SOS. SP, a registered investment adviser, is the investment adviser for SF, SARF and SOS as well as certain other accounts holding shares of the Issuer. As the managing member of SP, BPSP may be deemed to beneficially own shares of Common Stock that are beneficially owned by SP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of Common Stock that are beneficially owned by BPSP. However, BPSP and BPH disclaim beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that BPSP or BPH is, for the purpose of Section 13(d) of the Act, the beneficial owner of such shares held by SP.
 
(b)         The responses of the Reporting Persons to Row (11) of the cover pages of this Statement are incorporated herein by reference. As of December 31, 2014, the Reporting Persons beneficially owned in the aggregate 2,132,535 shares of Common Stock, representing approximately 6.1% of the shares of Common Stock outstanding (based on the number of shares outstanding as of November 28, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended October 28, 2014).
 
(c)         The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
Not Applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
The responses of the Reporting Persons to Items 2(a) and 4(a) are incorporated herein by reference. Under certain circumstances, partners, members or managed accounts of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10.
Certifications.
 
(c)         By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 

 
9
 
 
 
CUSIP No. 57722W106

 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  February 17, 2015
 
 
STOCKBRIDGE FUND, L.P.
 
 
By:
Stockbridge Associates LLC,
its general partner
 
 
By:
/s/ Sharlyn C. Heslam
 
Name:
Sharlyn C. Heslam
 
Title
Managing Director
   
 
 
 
STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.
 
 
By:
Stockbridge Associates LLC,
its general partner
 
 
By:
/s/ Sharlyn C. Heslam
 
Name:
Sharlyn C. Heslam
 
Title
Managing Director
   
 
 
 
STOCKBRIDGE PARTNERS LLC
 
 
By:
BPSP, L.P.,
its managing member
 
 
 
By:
Berkshire Partners Holdings LLC,
its general partner
 
  By:
/s/ Sharlyn C. Heslam
 
Name:
Sharlyn C. Heslam
 
Title
Managing Director
     
 

 
10
 
 
 
CUSIP No. 57722W106
 
 
 
BERKSHIRE PARTNERS HOLDINGS LLC
 
 
 
By:
/s/ Sharlyn C. Heslam
 
Name:
Sharlyn C. Heslam
 
Title
Managing Director
   
 
 
 
BPSP, L.P.
 
 
By:
Berkshire Partners Holdings LLC,
its general partner
     
 
By:
/s/ Sharlyn C. Heslam
 
Name:
Sharlyn C. Heslam
 
Title
Managing Director
   
 
 
 
STOCKBRIDGE MASTER FUND (OS), L.P.
 
 
By:
Stockbridge Associates LLC,
its general partner
     
 
By:
/s/ Sharlyn C. Heslam
 
Name:
Sharlyn C. Heslam
 
Title
Managing Director
 

 
 
11
 
 
 
CUSIP No. 57722W106

 
Exhibit Index
 
 
Exhibit No.
Description
   
1
Joint Filing Agreement among Reporting Persons
 
 
 
 

 

 
12
 
 
 
 

CUSIP No. 57722W106
EXHIBIT 1
 
 
JOINT FILING AGREEMENT
 
           This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.01 par value per share, of Mattress Firm Holding Corp. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.  This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  The execution and filing of this agreement shall not be construed as an admission that the undersigned are a group, or have agreed to act as a group.
 
Dated: February 17, 2015
 
 
STOCKBRIDGE FUND, L.P.
 
 
By:
Stockbridge Associates LLC,
its general partner
 
 
By:
/s/ Sharlyn C. Heslam
 
Name:
Sharlyn C. Heslam
 
Title
Managing Director
   
 
 
STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.
 
 
By:
Stockbridge Associates LLC,
its general partner
 
 
By:
/s/ Sharlyn C. Heslam
 
Name:
Sharlyn C. Heslam
 
Title
Managing Director
   
 
 
STOCKBRIDGE PARTNERS LLC
 
 
By:
BPSP, L.P.,
its managing member
 
By:
Berkshire Partners Holdings LLC,
its general partner
 
  By:
/s/ Sharlyn C. Heslam
 
Name:
Sharlyn C. Heslam
 
Title
Managing Director
     
  
 
 
13
 
 
 
CUSIP No. 57722W106
 

 
BERKSHIRE PARTNERS HOLDINGS LLC
   
 
By:
/s/ Sharlyn C. Heslam
 
Name:
Sharlyn C. Heslam
 
Title
Managing Director
   
 
     
 
BPSP, L.P.
   
 
By:
Berkshire Partners Holdings LLC,
its general partner
     
 
By:
/s/ Sharlyn C. Heslam
 
Name:
Sharlyn C. Heslam
 
Title
Managing Director
   
 
     
 
STOCKBRIDGE MASTER FUND (OS), L.P.
   
 
By:
Stockbridge Associates LLC,
its general partner
     
 
By:
/s/ Sharlyn C. Heslam
 
Name:
Sharlyn C. Heslam
 
Title
Managing Director
 

 
 
14