DGAP-News: Steinhoff International Holdings N.V. : Mattress Firm financial restructuring

Steinhoff - Mattress Firm financial restructuring

Steinhoff International Holdings N.V. (the "Company" and with its subsidiaries, the "Group")

The Company refers to its announcement on 5 October 2018 that its subsidiary Mattress Firm, Inc. (together with its U.S. subsidiaries, "Mattress Firm") was taking steps to implement a pre-packaged plan of reorganization through the voluntary filing of cases under Chapter 11 of the US Bankruptcy Code (the "Mattress Firm Filing"). In conjunction with the Mattress Firm Filing, Mattress Firm also secured certain financing arrangements that come into effect upon completion of the implementation of the plan of reorganization and Mattress Firm's exit from the Chapter 11 proceedings that are intended to support its business going forward.

The Company further refers to its announcement of 25 October 2018, noting that, in relation to the Mattress Firm Filing, the High Court of Justice in England and Wales, on 24 October 2018, granted Stripes US Holding, Inc. ("SUSHI"), a direct subsidiary of Steinhoff Europe AG ("SEAG"), permission to convene a scheme meeting for the creditors affected by the English scheme of arrangement proposed by SUSHI (the "SUSHI Scheme") for the purpose of considering and, if thought fit, approving the SUSHI Scheme. SUSHI currently has a revolving credit facility (the "SUSHI RCF") under which it owes certain lenders (the "SUSHI RCF Lenders" or "Scheme Creditors") approximately US$200 million. Pursuant to the SUSHI Scheme, it is intended that the SUSHI RCF Lenders will exchange their rights under the SUSHI RCF for substantially similar rights under a new RCF between, among others, SEAG (as borrower) and the Company (as guarantor), with the SUSHI RCF being cancelled.

The High Court of Justice in England and Wales has on 12 November 2018 issued an order sanctioning the SUSHI Scheme (the "Scheme Sanction Order"). Upon lodging of the Scheme Sanction Order with the Registrar of Companies (within the meaning of the Companies Act 2006, as amended) (the "Scheme Effective Date"), the SUSHI Scheme shall take effect and be binding on SUSHI, the Scheme Creditors and each Undertaking Party (as defined in the SUSHI Scheme) and its successors and assigns.

A notice of sanction of the SUSHI Scheme has been posted to SUSHI RCF Lenders and is available on the Lucid website at www.lucid-is.com/sushi.

The Scheme Effective Date is expected to occur on or around 19 November 2018.

The Group restructuring otherwise continues in accordance with the terms of the lock-up agreement entered into by the Company on 11 July 2018 (the "LUA"). The Company will continue to provide updates as appropriate.

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

Stellenbosch, 13 November 2018