THL Bedding tenders for Simmons 10 ¼% notes

New York, Nov. 19 - THL Bedding Co. said that it has begun a cash tender offer and consent solicitation for any and all of the $150 million of 10¼% senior subordinated notes due 2009 issued by Simmons Co. The tender offer is being carried out in connection with the previously announced planned acquisition of Simmons - an Atlanta-based mattress manufacturer - by THL.

THL set 5 p.m. ET on Dec. 2 as the consent deadline said the tender offer would expire at 12.01 a.m. ET on Dec. 17, with both deadlines subject to possible extension.

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 includes a consent payment of $20 per $1,000 principal amount of the notes. Holders tendering their notes after the consent deadline but before the expiration will receive $1,052 per $1,000 principal amount of notes.

The offer is subject to the satisfaction of certain conditions, including the consummation of the acquisition of Simmons by THL and the receipt of consents of holders representing a majority in principal amount of the outstanding notes.

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

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