ATLANTA--()--Simmons Bedding Company today announced the preliminary results for its previously announced cash tender offer (the “Tender Offer”) for any and all of its 11.25% Senior Secured Notes due 2015 (the “Notes”). The terms of the Tender Offer are contained in an offer to purchase dated September 12, 2012 (the “Offer to Purchase”) and the related letter of transmittal (the “Letter of Transmittal”). Approximately $260.1 million aggregate principal amount of the Notes (approximately 61.2%) were validly tendered and not validly withdrawn prior to the early tender deadline of 5:00 p.m., New York City time, on September 25, 2012 (the “Early Tender Deadline”).
Simmons today also announced that it intends to redeem, satisfy and discharge any Notes that remain outstanding following the Early Settlement Date (defined below) at a redemption price equal to $1,030.00 for each $1,000.00 principal amount of Notes, plus any accrued and unpaid interest on the principal amount up to, but not including, the date of redemption, by notice to holders to be provided on October 1, 2012, in accordance with the terms of the indenture governing the Notes, unless extended by Simmons in its sole discretion. Upon the completion of the redemption, no principal amount of Notes will remain outstanding.
Holders of Notes that were validly tendered prior to the Early Tender Deadline and that are accepted for payment will receive total consideration of $1,035.50 per $1,000.00 principal amount of Notes (the “Total Consideration”), which includes an early tender payment of $20.00 per $1,000.00 principal amount of Notes (the “Early Tender Payment”), plus any accrued and unpaid interest up to, but not including the early settlement date, which is expected to be October 1, 2012 (the “Early Settlement Date”).
Holders of Notes that are validly tendered after the Early Tender Deadline, but prior to the Tender Offer expiration of 12:00 midnight, New York City time, on October 10, 2012, and accepted for payment will receive tender offer consideration of $1,015.50 per $1,000.00 principal amount of Notes (the “Tender Offer Consideration”), plus any accrued and unpaid interest up to, but not including, the final settlement date. Holders of Notes tendered after the Early Tender Deadline and accepted for payment will not receive an Early Tender Payment. Notes tendered after the withdrawal deadline of 5:00 p.m., New York City time, on September 25, 2012, may not be withdrawn except as required by law.
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 that, together with cash on hand, 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 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.