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

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

PR Newswire

LEXINGTON, Ky., Dec. 12, 2012

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.

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 one or more of
the Company'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," "proposed,"
"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 the Company's
expectations regarding the Company's net sales and adjusted EPS for the full
year 2012. All forward looking statements are based upon current expectations
and beliefs and various assumptions. There can be no assurance that the
Company will realize these expectations or that these beliefs will prove
correct.

Numerous factors, risks and uncertainties, many of which are beyond the
Company's control, could cause actual results to differ materially from those
expressed as forward-looking statements. These risks include 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 Company's reported earnings; consumer acceptance
of the Company's products; industry competition; the efficiency and
effectiveness of the Company's advertising campaigns and other marketing
programs; the Company's ability to increase sales productivity within existing
retail accounts and to further penetrate the Company's retail channel,
including the timing of opening or expanding within large retail accounts; the
Company's ability to expand brand awareness, distribution and new products in
internationalmarkets; the Company's ability to address issues in certain
underperforming markets; the 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; the effects of
strategic investments on the Company's operations; changes in foreign tax
rates and changes in tax laws generally, including the ability to utilize tax
loss carry forwards; changing commodity costs; and the effect of future
legislative or regulatory changes.

Additional information concerning these and other risks and uncertainties are
discussed in the Company's filings with the Securities and Exchange
Commission, including without limitation the Company's Annual Report on Form
10-K under the headings "Special Note Regarding Forward-Looking Statements"
and "Risk Factors." In addition, the proposed merger with Sealy presents risk
factors including the ability of the parties to complete the proposed merger
in a timely manner or at all; satisfaction of the conditions precedent to the
proposed merger, and the ability to secure regulatory approvals; the
possibility of litigation (including relating to the merger itself);
successful completion of acquisition financing arrangements; and the ability
to successfully integrate Sealy into Tempur-Pedic's operations and realize
synergies from the proposed transaction. Any forward-looking statement speaks
only as of the date on which it is made, and the Company 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, Contacts for Tempur-Pedic International, Trevor Gibbons,
Edelman for Tempur-Pedic International, +1-212-704-8166,
Trevor.Gibbons@edelman.com or Michael Geller, Edelman for Tempur-Pedic
International, +1-212-729-2163, Mike.Geller@edelman.com; Investor Relations
Contact, Tempur-Pedic International: Mark Rupe, +1-800-805-3635,
Investor.relations@tempurpedic.com