Tempur-Pedic Launches Proposed $350 Million Senior Notes Offering

      Tempur-Pedic Launches Proposed $350 Million Senior Notes Offering

PR Newswire

LEXINGTON, Ky., Dec. 7, 2012

LEXINGTON, Ky., Dec. 7, 2012 /PRNewswire/ --Tempur-Pedic International Inc.
(NYSE: TPX), a leading manufacturer, marketer and distributor of premium
mattresses and pillows worldwide, today announced that it proposes to offer,
subject to market conditions and other factors, $350 million aggregate
principal amount of senior notes due 2020 (the "Notes") 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. Tempur-Pedic expects to
use the net proceeds of the offering, together with cash on hand and
borrowings under new senior secured credit facilities to be entered into by
Tempur-Pedic, to finance the acquisition of Sealy Corporation and to pay
related fees and expenses.

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. 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.

The Notes will not be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from such registration requirements.

This announcement is neither an offer to sell nor a solicitation of an offer
to buy the Notes or any other securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or
sale is unlawful.

About the Company

Tempur-Pedic International Inc. (NYSE: TPX) manufactures and distributes
mattresses and pillows made from its proprietary TEMPUR^® pressure-relieving
material. It is the worldwide leader in premium and specialty sleep. The
Company is focused on developing, manufacturing and marketing advanced sleep
surfaces that help improve the quality of life for people around the world.
The Company's products are currently sold in over 80 countries under the
TEMPUR^® and Tempur-Pedic^® brand names. World headquarters for Tempur-Pedic
International is in Lexington, KY. For more information, visit
http://www.tempurpedic.com or call 800-805-3635.

Forward-looking Statements

This release contains "forward-looking statements," within the meaning of
federal securities laws, which include information concerning Tempur-Pedic'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 expectations regarding the
offering and sale of the Notes and the Sealy acquisition. All forward-looking
statements are based upon current expectations and beliefs and various
assumptions. There can be no assurance that Tempur-Pedic will realize these
expectations or that these beliefs will prove correct.

Numerous factors, risks and uncertainties, many of which are beyond
Tempur-Pedic's control, could cause actual results to differ materially from
those expressed as forward-looking statements. These risks include the ability
of the parties to complete the Sealy acquisition in a timely manner, or at
all; satisfaction of the conditions precedent to the Sealy acquisition,
including the ability to secure regulatory approvals; the possibility of
litigation (including relating to the merger itself); successful completion of
acquisition financing arrangements, including the offering and sale of the
Notes; 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 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
Tempur-Pedic's filings with the Securities and Exchange Commission, including
without limitation its annual report 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
Tempur-Pedic undertakes no 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 Tempur-Pedic International Inc.

Website: http://www.tempurpedic.com
Contact: Media, Trevor Gibbons, Edelman, +1-212-704-8166,
Trevor.Gibbons@edelman.com, or Michael Geller, Edelman, +1-212-729-2163,
Mike.Geller@edelman.com, both for Tempur-Pedic International, or Investor
Relations, Mark Rupe, +1-800-805-3635, Investor.relations@tempurpedic.com,
Tempur-Pedic International
 
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