Notices Regarding Information Contained in This Presentation This presentation is intended to facilitate discussions with representatives of certain institutions regarding a potential debt offering of Mattress Firm Holding Corp. (“Mattress Firm” or the “Company”). This presentation is not being used as an offer to sell or solicitation of an offer to buy securities of Mattress Firm or any of its affiliates in any jurisdiction. Any offering would be made only pursuant to a separate and distinct confidential offering memorandum which would be made available at the time of the public announcement of such offering, together with any supplements thereto, including a term sheet specifying the pricing and other terms being offered. Recipients should not rely on the information contained in this presentation to make an investment decision. This presentation does not purport to be all inclusive or to contain all of the information that a prospective participant may consider material or desirable in making its decision to become a lender. The information contained herein must be kept strictly confidential and may not be reproduced or distributed, in whole or in part, in any format without the Company’s prior written consent. Special Notice Regarding Publicly-Available Information The Company has represented that the information contained in this presentation is either publicly available or does not constitute material non-public information with respect to the Company, its subsidiaries or their respective securities for purposes of United States federal and state securities laws. The recipient of this presentation has stated that it does not wish to receive material non-public information with respect to the Company, its subsidiaries or their respective securities and acknowledges that other lenders have received a confidential information memorandum that contains additional information with respect to the Company, its subsidiaries or their respective securities that may be material. The Company does not take any responsibility for the recipient's decision to limit the scope of the information it has obtained in connection with its evaluation of the Company and the facilities described herein. Forward Looking Statements and Non-GAAP Information This presentation contains forward-looking statements within the meaning of federal securities laws that are subject to risks and uncertainties. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan,” “target,” "intend," "believe,“ or the negative of these terms, and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These forward-looking statements are based on assumptions that we have made in light of our industry experience and on our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you consider this presentation, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. Because of these factors, we caution that you should not place undue reliance on any of our forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this presentation after the date of this presentation. This presentation includes “As Adjusted” data, which excludes non-recurring charges such as ERP system implementation costs, acquisition-related costs and impairment charges. Such “As Adjusted” data is considered a financial measure not in accordance with the accounting principles generally accepted in the United States, or “GAAP,” and is not in lieu of, or preferable to, “As Reported,” or GAAP, financial data. However, we are providing this information as we believe it facilitates year-over-year comparisons for investors and financial analysts. Please refer to the appendix for a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP measures. Market and Industry Data This presentation includes industry and trade association data, forecasts and information that was prepared based, in part, upon data, forecasts and information obtained from independent trade associations, industry publications and surveys and other independent sources available to the Company. Some data also are based on the Company’s good faith estimates, which are derived from management’s knowledge of the industry and from independent sources. These third-party publications and surveys generally state that the information included therein has been obtained from sources believed to be reliable, but that the publications and surveys can give no assurance as to the accuracy or completeness of such information. The Company has not independently verified any of the data from third-party sources nor has it ascertained the underlying economic assumptions on which such data are based. Financial Information for Acquired or to be Acquired Business The financial information set forth in this presentation for Sleepy’s are estimates based on the internal financial statements for Sleepy’s Inc. that were prepared by Sleepy Inc.’s management, which have not been audited or reviewed by the Company’s independent auditors. These internal financial statements have been prepared in accordance with GAAP and the historical past practices of Sleepy’s, which may differ from the historical practices and interpretations applied by the Company. The results ultimately reflected in the Company’s audited financial statements may vary from the information provided in this presentation. 1
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