Tempur-Pedic Announces Closing Of $375 Million Senior Notes Offering
LEXINGTON, Ky., Dec. 19, 2012
LEXINGTON, Ky., Dec. 19, 2012 /PRNewswire/ --Tempur-Pedic International Inc.
(NYSE: TPX), a leading manufacturer, marketer and distributor of premium
mattresses and pillows worldwide, today announced that it completed its
previously announced offering of $375 million aggregate principal amount of
6.875% senior notes due 2020 (the "Notes"), issued at par.
The Notes are general unsecured senior obligations of Tempur-Pedic and are
guaranteed on a senior unsecured basis by certain of Tempur-Pedic's
subsidiaries. The Notes will pay interest semi-annually on June 15 and
December 15 of each year beginning on June 15, 2013. The notes will mature on
December 15, 2020.
The net proceeds of this offering will be approximately $366 million after
payment of offering and other related expenses. Tempur-Pedic expects to use
the net proceeds of the offering, together with cash on hand and borrowings
under new senior secured credit facilities entered into by Tempur-Pedic, to
finance the acquisition of Sealy Corporation and to pay related fees and
expenses. The total proceeds from the sale of the Notes were 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 were sold in a private offering only 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 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
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.
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. 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,
financialand 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
international markets; 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'soperations; 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
SOURCE Tempur-Pedic International Inc.
Contact: Media, Trevor Gibbons, +1-212-704-8166, Trevor.Gibbons@edelman.com;
or Michael Geller, +1-212-729-2163, Mike.Geller@edelman.com, both of Edelman
for Tempur-Pedic International; Investors, Mark Rupe, Tempur-Pedic
International, +1-800-805-3635, Investor.email@example.com
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