Columbia West Capital - Transaction Case Study
Sleep America Acquisition by Sleep Country Canada

 

Transaction

  • Sleep America is a private premium branded mattress retailer in Arizona, with more than 32 locations throughout the state
  • Sleep Country Canada (TSX:Z.UN), a $270 million market cap company,  is Canada’s largest specialty retailer of mattresses with 116 locations resulting in more than $200 million in annual sales
  • Sleep America owners sought a strategic partner that would provide liquidity for shareholders and offer a platform for continued success for the Company
  • Sleep America received an unsolicited bid from Sleep Country Canada to acquire 100% of the Company stock

Challenges

  • Negotiating the initially proposed transaction which included very substantial earnouts over a long period of time
  • Aligning minority shareholders without the benefit of drag along shareholder provisions
  • Avoiding cross border complications associated with Unit Trust structure that would have been assumed with public stock

 Solution

  • CWC negotiated an all cash transaction eliminating high earnout hurdles
  • CWC negotiated improvements in the adjusted EBITDA resulting in an improved valuation
  • CWC negotiated substantial improvements in original earnout proposal, resulting in significantly more cash at close and a shorter earnout timeline with lower hurdles, and interest to be paid on earnout balances.
  • CWC adeptly convinced minority shareholders to align with the deal resulting in 100% conversion of stock without a drag along provision