ATLANTA--()--Simmons Bedding Company today announced that it has commenced a cash tender offer for any and all of its outstanding 11.25% Senior Secured Notes due 2015 (CUSIP Nos. 828690 AA5, 828690 AB3) (the “Notes”) (the “Tender Offer”).
The terms of the Tender Offer are described in the Offer to Purchase dated September 12, 2012 (the “Offer to Purchase”) and related Letter of Transmittal (the “Letter of Transmittal”), which are being sent to holders of the Notes (“Holders”). Subject to applicable law, Simmons may amend, extend, and/or waive conditions or terminate the Tender Offer in its sole discretion.
In order to be eligible to receive the “Total Consideration” for tendered Notes, Holders must validly tender (and not validly withdraw) their Notes prior to 5:00 p.m., New York City time, on September 25, 2012, unless extended by Simmons (the “Early Tender Deadline”). The Total Consideration for the Notes validly tendered (and not validly withdrawn) prior to the Early Tender Deadline and accepted for payment by Simmons is $1,035.50 per $1,000 principal amount of Notes. The Total Consideration includes a payment of $20.00 per $1,000 principal amount of Notes (the “Early Tender Payment”). The Total Consideration less the Early Tender Payment is referred to as the “Tender Offer Consideration.” Holders must validly tender (and not validly withdraw) their Notes prior to 12:00 midnight, New York City time, on October 10, 2012, unless extended by Simmons (the “Expiration Time”) in order to receive the Tender Offer Consideration. Holders tendering Notes after the Early Tender Deadline, but prior to the Expiration Time, will be eligible to receive the Tender Offer Consideration only. Holders will receive accrued and unpaid interest in respect of their purchased Notes up to, but not including, the applicable Settlement Date for all of their Notes that Simmons accepts for purchase in the Tender Offer. Tendered Notes may be withdrawn in accordance with the terms of the Tender Offer prior to 5:00 p.m., New York City time, on September 25, 2012, unless extended by Simmons (the “Withdrawal Deadline”), but not thereafter, other than as required by applicable law.
Simmons intends to redeem, satisfy and discharge any Notes that remain outstanding following the Early Settlement Date at a redemption price equal to $1,030.00 for each $1,000 principal amount of Notes, by notice to Holders provided on October 1, 2012, in accordance with the terms of the Indenture, unless extended by Simmons in its sole discretion.
The following table summarizes the material pricing terms for the Early Tender Payment, Tender Offer Consideration and Total Consideration, respectively, for each $1,000 principal amount of Notes.
|Title of Security||
Secured Notes due
The Tender Offer is subject to certain conditions that are set forth in the Offer to Purchase, among them the “Financing Condition” and the “Merger Condition.” Satisfaction of the Financing Condition requires that Simmons obtain new debt financing in an amount, and together with cash on hand, that is sufficient to pay the Total Consideration or the Tender Offer Consideration, as applicable, to Holders, on terms and conditions satisfactory to Simmons in its sole discretion (the “Financing Transactions”). Satisfaction of the Merger Condition requires that Dawn Merger Sub, LLC (the “Merger Sub”) will have validly merged with and into AOT Bedding Super Holdings, LLC (“Holdings”), with Holdings surviving (the “Merger”) as an indirect wholly-owned subsidiary of Dawn Intermediate, Inc. After consummation of the Merger, Simmons, together with Holdings, is expected to have net proceeds from the Financing Transactions, together with cash on hand, sufficient to pay the Total Consideration or Tender Offer Consideration, as applicable, for all the tendered Notes, plus all fees and expenses incurred in connection with the Tender Offer. However, there can be no assurance that Simmons will consummate the Financing Transactions or the Merger.
Simmons has engaged Goldman, Sachs & Co. as the exclusive Dealer Manager for the Tender Offer. Persons with questions regarding the Tender Offer should contact Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-6941 (collect). Requests for copies of the Offer to Purchase, Letter of Transmittal or other offer materials may be directed to D.F. King & Co., the information agent and tender agent, at (800) 347-4750 (toll-free) or (212) 269-5550 (banks and brokers).
This press release is not an offer to purchase any Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities, “blue sky” or other laws. No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained or incorporated by reference in the Offer to Purchase. Simmons takes no responsibility for, and can provide no assurance as to, the reliability of any other information that other persons may give you. The Tender Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this press release is qualified by reference to the Offer to Purchase and the Letter of Transmittal. Neither Simmons nor any of its representatives or agents makes any recommendation in connection with the Tender Offer.
Simmons was founded in 1870 and manufactures innerspring bedding products primarily under the Beautyrest®, Beautyrest Black® and Beautyrest TruEnergy™ labels. Simmons’ products utilize its signature Pocketed Coil® springs, patented Advanced Pocketed Coil™ springs and patent-pending Smart Response Pocketed Coil™ technologies. In addition, Simmons manufactures and markets specialty visco-elastic and/or natural latex mattresses, primarily under the ComforPedic® label, and open-coil innerspring mattresses, primarily under the BeautySleep® label. Simmons licenses intellectual property to international companies that manufacture and sell Simmons premium branded products throughout the world. As of June 30, 2012, Simmons had 14 foreign licensees and eight sub-licensees with rights to sell Simmons-branded products in over 100 countries. Simmons also licenses certain of its intellectual property to North American manufacturers and distributors of bedding accessories, furniture, airbeds and other associated products. Simmons products are also offered across various distribution channels, including Simmons’ traditional area of strength—multi-vendor retailers.
This release contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include statements related to Simmons’s plans to enter into the Financing Transactions and those which express plan, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. The words “anticipate”, “believe”, “intend”, “estimate”, “project”, “forecast”, “plan”, “potential”, “will”, “may”, “should” and “expect” and similar expressions also identify forward-looking statements. These statements are based upon Simmons’s current expectations and are subject to risks and uncertainties which could cause actual results and developments to differ materially from those expressed or implied in such statements. Factors that could affect actual results and developments include Simmons’s financial results, other developments in Simmons’s business, conditions in the debt markets and market conditions generally and the ability to close the Merger and the Financing Transactions. Investors should evaluate any statement in light of these important factors. Forward-looking statements contained in this press release are made as of this date, and, other than as required by applicable law, Simmons undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Actual events could differ materially from those anticipated in the forward-looking statements.