THL Bedding extends tender offer for Simmons 10¼% notes

New York, Dec. 17 - THL Bedding Co. said that it has extended its previously announced tender offer and related consent solicitation for the 10¼% senior subordinated notes due 2009 issued by Simmons Co. (B2/B).

THL Bedding said that the offer had been extended to 9 a.m. ET on Dec. 19 - the expected date of the closing of Simmons' acquisition by THL Bedding's corporate parent - subject to possible further extension. The offer had been previously scheduled to expire at 12.01 a.m. ET on Dec. 17.

As of that previous deadline, THL Bedding had received tenders from the holders of $144.4 million of the notes or 96.3% of the total outstanding principal amount. That was up from the 94% of the notes it had received by the tender offer's now-expired Dec. 2 consent deadline.

As previously announced, THL Bedding said on Nov. 19 that it had begun a cash tender offer and consent solicitation for any and all of the $150 million of Simmons' 10¼% notes in connection with the planned $1.1 billion acquisition of Simmons - an Atlanta-based mattress manufacturer - by affiliates of Thomas H. Lee Partners LP, a Boston-based private equity firm and THL Bedding's corporate parent.

THL Bedding set 5 p.m. ET on Dec. 2 as the consent deadline, and said the tender offer would expire at 12.01 a.m. ET on Dec. 17, which was subsequently extended.

It said that total consideration for holders tendering their notes by the consent deadline (and thus delivering their consent to proposed indenture amendments aimed at eliminating substantially all of the covenants and certain events of default ) would be $1,072 per $1,000 principal amount of the notes tendered and accepted for purchase. The total consideration would include a consent payment of $20 per $1,000 principal amount.

On Dec. 3, THL Bedding said that it had received the necessary consents to the proposed indenture changes, with the holders of 94% of the notes having tendered notes and delivered the related consents by the consent deadline.

The company said that holders tendering their notes after the consent deadline, though prior to the offer expiration, would receive consideration of $1,052 per $1,000 principal amount of notes, but no consent payment.

THL Bedding said the offer would be subject to the satisfaction of certain conditions, including the consummation of the acquisition of Simmons by the Thomas H. Lee Partners affiliates, and the receipt of consents from holders representing a majority in principal amount of the outstanding notes.

Goldman Sachs & Co. is the dealer manager and solicitation agent (call 800 828-3182 or collect at 212 357-3019). The information agent is Georgeson Shareholder Communications, Inc. (call 866 257-5436 or collect at 212 440-9800).

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