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Sealy Corporation Mails Notice Of Make-Whole Event

Stocks in this article: ZZ

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.

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