TRINITY, N.C., March 1, 2013 /PRNewswire/ -- Sealy Corporation
(NYSE: ZZ) ("Sealy"), a leading global bedding manufacturer,
announced today that it delivered the required notice to holders of
Sealy and Sealy Mattress Company 8% Senior Secured Third Lien
Convertible Notes due 2016 (CUSIP No. 812139400) (the
"Notes") pursuant to Section 10.05 of the Supplemental
Indenture, dated as of July 10, 2009,
by and among Sealy, Sealy Mattress Company (collectively with
Sealy, the "Co-Issuers"), the Guarantors named on the signature
pages thereto, and The Bank of New York Mellon Trust Company, N.A.,
as Trustee and as Collateral Agent (as defined in the Supplemental
Indenture), supplementing the Indenture, dated as of July 10, 2009, among Sealy Mattress Company, the
Guarantors (as defined therein) and the Trustee (as may be amended
or supplemented, together with the Supplemental Indenture, the
"Indenture"), pursuant to which the Notes were issued.
On September 26, 2012, Sealy
entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Tempur-Pedic International Inc. ("Tempur-Pedic")
and Silver Lightning Merger Company, a subsidiary of Tempur-Pedic
("Sub"). In accordance with the Merger Agreement, on the
Effective Date (as defined below), Sub will merge with and into
Sealy, after which the separate corporate existence of Sub will
cease and Sealy will continue as a surviving subsidiary of
Tempur-Pedic (the "Merger").
As more fully described in the notice to holders, the
consummation of the Merger will constitute a "Make-Whole Event"
under clause (2) of the definition thereof in the Indenture.
As previously publicly disclosed, the Merger is subject to the
satisfaction or waiver of the conditions set forth in the Merger
Agreement, including the receipt of regulatory approvals, and based
on the assumption that regulatory approvals are received on or
before March 8, 2013 and that all of
the other conditions in the Merger Agreement will be satisfied, the
anticipated effective date of the Make-Whole Event is expected to
be on or after March 15, 2013 (the
"Effective Date").
To the extent that the Effective Date occurs on or prior to the
maturity date of the Notes, if holders elect to convert their Notes
at any time following the Effective Date and prior to the date the
Co-Issuers' designate as the date on which they will repurchase the
Notes, upon any holder's request, following the occurrence of a
fundamental change to be specified in a related notice circulated
in connection with the Effective Date (the "the Make-Whole
Period"), the conversion price applicable to each Note that is
surrendered for conversion during the Make-Whole Period will be
reduced (the "Conversion Price").
The reduced Conversion Price will be determined by reference to
the table set forth in Section 10.05 of the Indenture and will be
based on the date of conversion and an Applicable Price (as defined
in the Indenture) of $2.20 per share
based on consideration of $2.20 per
share payable to holders of shares of common stock of Sealy under
the Merger Agreement. After the Co-Issuers have determined
the definitive Effective Date, the Co-Issuers will notify each
Holder and the Trustee of such Effective Date and the amounts by
which the Conversion Price of the Notes has been reduced.
While the parties expect that the Merger may be consummated as
early as March 15, 2013, the Merger
is subject to certain closing conditions, including the receipt of
regulatory approvals, and there can be no assurance that the
required conditions will be satisfied or waived by such date, or at
all.
About Sealy
Sealy owns one of the largest bedding brands in the world, with
sales of $1.3 billion in fiscal 2012.
The company manufactures and markets a broad range of mattresses
and foundations under the Sealy®, Sealy Posturepedic®, Sealy
Embody™, Optimum™ by Sealy Posturepedic®, Stearns &
Foster®, and Bassett® brands. Sealy operates 25 plants in
North America, and has the largest
market share and highest consumer awareness of any bedding brand on
the continent. In the United
States, Sealy sells its products to approximately 3,000
customers with more than 11,000 retail outlets. Sealy is also a
leading supplier to the hospitality industry. For more information,
please visit www.sealy.com.
Forward-looking Statements
This release contains "forward-looking statements," within the
meaning of federal securities laws, which include information
concerning one or more of Tempur-Pedic's or Sealy's plans,
objectives, goals, strategies, and other information that is not
historical information. When used in this release, the words
"estimates," "expects," "anticipates," "projects," "plans,"
"intends," "believes," and variations of such words or similar
expressions are intended to identify forward-looking statements.
These forward-looking statements include, without limitation,
statements relating to Tempur-Pedic's or Sealy's expectations
regarding the opportunities and strengths of the combined company,
anticipated cost and revenue synergies, the strategic rationale for
the combination, including expectations regarding product
offerings, growth opportunities, value creation, and financial
strength, and the timing of the closing. All forward looking
statements are based upon current expectations and beliefs and
various assumptions. There can be no assurance that Tempur-Pedic or
Sealy will realize these expectations or that these beliefs will
prove correct.
There are a number of risks and uncertainties that could cause
actual results to differ materially from the forward-looking
statements contained in this release. Numerous factors, many of
which are beyond Tempur-Pedic's or Sealy's control, could cause
actual results to differ materially from those expressed as
forward-looking statements. These risk factors include the ability
of the parties to complete the proposed merger in a timely manner
or at all; satisfaction of the conditions precedent to the proposed
merger, including the ability to secure regulatory approvals; the
possibility of litigation (including relating to the merger
itself); successful completion of acquisition financing
arrangements; the ability to successfully integrate Sealy into
Tempur-Pedic's operations and realize synergies from the proposed
transaction; general economic, financial and industry conditions,
particularly in the retail sector, as well as consumer confidence
and the availability of consumer financing; uncertainties arising
from global events; the effects of changes in foreign exchange
rates on the combined company's reported earnings; consumer
acceptance of the combined company's products; industry
competition; the efficiency and effectiveness of the combined
company's advertising campaigns and other marketing programs; the
combined company's ability to increase sales productivity within
existing retail accounts and to further penetrate the combined
company's domestic retail channel, including the timing of opening
or expanding within large retail accounts; the combined company's
ability to address issues in certain underperforming international
markets; the combined company's ability to continuously improve and
expand its product line, maintain efficient, timely and
cost-effective production and delivery of its products, and manage
its growth; changes in foreign tax rates, including the ability to
utilize tax loss carry forwards; rising commodity costs; and the
effect of future legislative, regulatory or tax changes. Additional
information concerning these and other risks and uncertainties are
discussed in each of the companies' respective filings with the
Securities and Exchange Commission, including without limitation
our Notice of Written Consent and Appraisal Rights and Information
Statement under the heading "Cautionary Statement Concerning
Forward-Looking Information" and annual reports on Form 10-K under
the headings "Special Note Regarding Forward-Looking Statements"
and/or "Risk Factors." Any forward-looking statement speaks only as
of the date on which it is made, and neither Sealy nor Sealy
undertakes any obligation to update any forward-looking statements
for any reason, including to reflect events or circumstances after
the date on which such statements are made or to reflect the
occurrence of anticipated or unanticipated events or
circumstances.
SOURCE Sealy Corporation