UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2014

MATTRESS FIRM HOLDING CORP.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (713) 923-1090

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                   Entry into a Material Definitive Agreement.

On August 28, 2014, Mattress Firm, Inc., a Delaware corporation and wholly owned indirect subsidiary of Mattress Firm Holding Corp., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with, among others, Back to Bed Inc., an Illinois corporation (“Back to Bed”), M World Mattress LLC dba Bedding Experts, an Illinois corporation (“Bedding Experts”), MCStores LLC, a Florida limited liability company (“MC”) and TBE Orlando LLC dba Bedding Experts and dba Mattress Barn (“Mattress Barn” and, together with Back to Bed, Bedding Experts and MC, the “Retail Sellers”), pursuant to which Mattress Firm, Inc. has agreed to acquire substantially all of the assets and operations of the Retail Sellers, which collectively operate Back to Bed and Bedding Experts retail stores in Illinois, Indiana and Wisconsin and Bedding Experts and Mattress Barn retail stores in Florida.  The purchase price payable by Mattress Firm, Inc. for the assets pursuant to the terms of the Purchase Agreement is approximately $60 million, subject to working capital and other customary purchase price adjustments.  The Purchase Agreement contains customary representations, warranties and covenants.  Subject to certain limitations, each party has agreed to indemnify the other parties for breaches of representations, warranties and covenants, and other specified matters.

The closing of the transactions contemplated by the Purchase Agreement remains subject to customary closing conditions and is currently expected to occur during the Company’s third fiscal quarter ending October 28, 2014.  The Company expects to fund the purchase price from cash on hand and revolver borrowings.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 9.01                   Financial Statements and Exhibits.

(d)         Exhibits

2.1                               Asset Purchase Agreement dated August 28, 2014, by and among Mattress Firm, Inc., as buyer, Back to Bed Inc., M World Mattress LLC dba Bedding Experts, MCStores LLC, TBE Orlando LLC dba Bedding Experts and dba Mattress Barn, Miforma, LLC, Hilltop Leasing, Inc., Mattress, Inc., Mattress Express, LLC., Dreamz Agency, Inc., Glenn Haneberg and Vito Favia.

99.1                        Press Release dated August 29, 2014.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Index to Exhibits

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