THL Bedding gets consents from Simmons 10¼% noteholders

New York, Dec. 3 - THL Bedding Co. said that it had received the necessary consents to proposed indenture changes from the holders of the 10¼% senior subordinated notes due 2009 issued by Simmons Co. (B2/B) as part of THL's previously announced tender offer for the notes and related consent solicitation.

THL said that it had received consents from the holders of 94% of the notes during the consent solicitation period, which expired as scheduled at 5 p.m. ET on Dec. 2 without extension. The underlying tender offer, meanwhile, continues and is scheduled to expire on Dec. 17, subject to possible extension.

As previously announced, THL 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.

THL set 5 p.m. ET on Dec. 2 as the now-expired consent deadline, and said the tender offer would expire at 12.01 a.m. ET on Dec. 17, 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 would include a consent payment of $20 per $1,000 principal amount of the notes.

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.

THL 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 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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