Simmons Bedding tenders for 11¼% notes in connection with merger

By Susanna Moon

Chicago, Sept. 12 - Simmons Bedding Co. said it began a cash tender offer for its outstanding $425 million of 11¼% senior secured notes due 2015.

The total purchase price will be $1,035.50 for each $1,000 principal amount of notes tendered by 5 p.m. ET on Sept. 25. The total payment includes an early tender payment of $20.00 per $1,000 of notes.

Holders who tender after the early deadline but by the offer expiration at midnight ET on Oct. 10 will receive the tender payment of $1,015.50 per $1,000 of notes.

The company also will pay accrued interest up to but excluding the settlement date.

Tendered notes may be withdrawn by 5 p.m. ET on Sept. 25.

Simmons plans to redeem any notes that remain outstanding after 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 Oct. 1, according to a company press release.

The tender offer is conditioned on Simmons obtaining financing that is, along with cash on hand, enough to fund the offer. The offer also has a merger condition that requires that Dawn Merger Sub, LLC to have merged with and into AOT Bedding Super Holdings, LLC, with AOT Bedding surviving as an indirect wholly owned subsidiary of Dawn Intermediate, Inc.

Goldman Sachs & Co. (800 828-3182 or collect 212 902-6941) is the dealer manager. D.F. King & Co. (800 347-4750 or banks and brokers 212 269-5550) is the information agent and tender agent.

Simmons is an Atlanta-based mattress manufacturer.

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