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.