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Tempur-Pedic Announces Pricing Of $375 Million Senior Notes Offering And Entering Into New $1.77 Billion Credit Facilities

LEXINGTON, Ky., Dec. 12, 2012 /PRNewswire/ -- Tempur-Pedic International Inc. (NYSE: TPX), a leading manufacturer, marketer and distributor of premium mattresses and pillows worldwide, today announced that it upsized and priced its offering of $375 million aggregate principal amount of 6.875% senior notes due 2020 (the "Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will be issued at 100% of face value and will mature on December 15, 2020.  The offering of the Notes has been upsized from $350 million to $375 million.  The Notes will be general unsecured senior obligations of Tempur-Pedic and will be guaranteed on a senior unsecured basis by certain of Tempur-Pedic's subsidiaries. The offering is expected to close on December 19, 2012, subject to satisfaction of customary closing conditions.

Tempur-Pedic also announced today that it entered into new senior secured credit facilities on December 12, 2012 with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Fifth Third Bank, as joint lead arrangers and joint bookrunning managers.  The senior secured credit facilities are comprised of (i) a revolving credit facility of $350.0 million, (ii) a term A facility of $550.0 million and (iii) a term B facility of $870.0 million. The revolving credit facility will include a sublimit for letters of credit and swingline loans, subject to certain conditions and limits.  The revolving credit facility and the term A facility will mature on the fifth anniversary of the closing, and the term B facility will mature on the seventh anniversary of the closing.  The credit facilities are expected to close and fund in connection with the acquisition of Sealy Corporation (the "Sealy Acquisition").  The obligations of the lenders to make the initial loans at closing, and the loans subsequent to closing, are subject to certain customary closing conditions.  Tempur-Pedic's existing credit facilities will remain in place until the closing of the Sealy Acquisition. 

Tempur-Pedic expects to use the net proceeds of the Notes offering, together with cash on hand and borrowings under the new senior secured credit facilities, to finance the Sealy Acquisition and to pay related fees and expenses.  Tempur-Pedic expects that proceeds from the sale of the Notes will be placed in escrow pending release upon receipt of regulatory approvals and the satisfaction of other conditions to the completion of the Sealy Acquisition.

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