Early Termination of HSR Waiting Period Granted by FTC for Acquisition of Simmons by Ares Management LLC and Ontario Teachers' Pension Plan
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Early Termination of HSR Waiting Period Granted by FTC for Acquisition of
Simmons by Ares Management LLC and Ontario Teachers' Pension Plan
ATLANTA, Oct. 29 /PRNewswire/ -- Simmons Bedding Company ("Simmons" or the
"Company"), a leading manufacturer of premium-branded bedding and an indirect
subsidiary of Simmons Company, along with Ares Management LLC ("Ares") and
Ontario Teachers' Pension Plan ("Teachers'"), today announced that each has
received notice from the Federal Trade Commission ("FTC") granting early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 ("HSR"). The notice relates to the potential
acquisition of Simmons and all of its subsidiaries, as well as its parent
Bedding Holdco Incorporated, by certain affiliates of Ares and Teachers'
Private Capital, the private investment department of Teachers', which was
announced on September 25, 2009 (the "Transaction"). With this notice from
the FTC, all waiting periods under applicable antitrust and competition
regulations in the U.S. and Canada have either terminated or expired and the
parties have now satisfied one of the key conditions to consummating the
Transaction.
As previously announced on October 13, 2009, the Transaction remains subject
to, among other things, the effectiveness of a plan of reorganization under
chapter 11 of the U.S. Bankruptcy Code (the "Plan") with respect to which
Simmons Company and Simmons are currently soliciting acceptances from
creditors. Votes from creditors must be received by Epiq Bankruptcy
Solutions, LLC, Simmons' voting agent, before November 12, 2009. For more
information, please refer to the Disclosure Statement, dated October 13, 2009,
available at www.sec.gov or contact Epiq Bankruptcy Solutions, LLC at (646)
282-2500 or www.epiqbankruptcysolutions.com.
Throughout the restructuring process, Simmons expects to continue normal
operations under its current ownership structure and does not anticipate any
changes to its overall business or its ability to meet its customers' needs.
About Simmons Bedding Company
Atlanta-based Simmons Bedding Company is one of the world's largest mattress
manufacturers, manufacturing and marketing a broad range of products including
Beautyrest®, Beautyrest Black®, Beautyrest Studio(TM), ComforPedic by
Simmons(TM), ComforPedic Loft(TM), Natural Care®, Beautyrest Beginnings(TM)
and BeautySleep®. Simmons Bedding operates 19 conventional bedding
manufacturing facilities and one juvenile bedding manufacturing facility
across the United States, Canada and Puerto Rico. Simmons Bedding also serves
as a key supplier of beds to many of the world's leading hotel groups and
resort properties. Simmons Bedding is committed to developing superior
mattresses and promoting a higher quality sleep for consumers around the
world. For more information, visit Simmons Bedding's website at
www.simmons.com.
About Ares Management
Ares Management is an SEC-registered investment adviser and alternative asset
manager with total committed capital under management of approximately $30
billion as of September 2009. With complementary pools of capital in private
equity, private debt and capital markets, Ares Management has the ability to
invest across all levels of a company's capital structure - from senior debt
to common equity - in a variety of industries in a growing number of
international markets. The Ares Private Equity Group has a proven track record
of creating value with its flexible capital and partnering with high quality,
middle-market companies such as Serta. Other notable current investments
include General Nutrition Centers, Inc., Hanger Orthopedic Group, Inc. and
Maidenform Brands, Inc. The firm is headquartered in Los Angeles with
approximately 250 employees and professionals located across the United States
and Europe. For more information, visit the Ares website at www.aresmgmt.com.
About Teachers' Private Capital
Teachers' Private Capital is one of the world's largest private equity
investors. It is the private investment department of the Ontario Teachers'
Pension Plan, the largest single-profession pension plan in Canada. The
Ontario Teachers' Pension Plan is an independent corporation responsible for
investing the fund and administering the pensions of Ontario's 284,000 active
and retired teachers. For more information visit www.otpp.com.
"Safe Harbor" Statement under Private Securities Litigation Reform Act of
1995:
This press release includes forward-looking statements that reflect our
current views about future events and financial performance. Words such as
"estimates," "expects," "anticipates," "projects," "plans," "intends,"
"believes," "forecasts" and variations of such words or similar expressions
that predict or indicate future events, results or trends, or that do not
relate to historical matters, identify forward-looking statements. The
forward-looking statements in this press release speak only as of the date of
this press release. These forward-looking statements are expressed in good
faith and Simmons believes there is a reasonable basis for them. However,
there can be no assurance that the events, results or trends identified in
these forward-looking statements will occur or be achieved. Investors should
not rely on forward-looking statements because they are subject to a variety
of risks, uncertainties, and other factors that could cause actual results to
differ materially from Simmons' expectations. These factors include, but are
not limited to: (i) our ability to comply with and fulfill closing conditions
in the Plan Sponsor Agreement, including obtaining the requisite creditor
consents and financing and approval of the Plan from the Bankruptcy Court,;
(ii) compliance with covenants in, and any defaults under, our debt agreements
or instruments; (iii) our ability to (a) comply with the terms of the
forbearance agreements, including meeting certain conditions contained
therein, or (b) obtain further extensions to the forbearance periods; (iv)
compliance by the lenders and note holders with the terms of the forbearance
agreements; (v) increased cost of credit and associated fees resulting from
the forbearance extensions and any waiver or modification of the senior credit
facility by the lenders or any waiver or modification of the subordinated
notes or other indebtedness; (vi) in the event of the failure to consummate
the transactions contemplated by the Plan or to obtain further extensions to
the forbearance periods, Simmons being required to immediately repay all
amounts outstanding under the senior credit facility resulting from the
noncompliance with the covenants thereunder or otherwise being in default
under its debt which could in turn result in a default under the indebtedness
of Simmons, Simmons Company or Bedding Superholdco Incorporated or could
result in a bankruptcy filing by or against us or any of our affiliates and
have an adverse impact on the value of our and our affiliate's debt and equity
securities; (vii) the potential adverse impact of any restructuring or any
related pre-arranged or voluntary bankruptcy filing on our business, financial
condition, liquidity, results of operations and the value of our and our
affiliate's debt and equity securities; (viii) interest rate and credit market
risks; (ix) competitive pressures in the bedding industry; (x) general
economic and industry conditions; (xi) our ability to launch new products on a
timely basis, the success of our new products and the future costs to rollout
such products; (xii) legal and regulatory requirements; (xiii) our
relationships with and viability of our suppliers, significant customers and
licensees; (xiv) fluctuations in our costs of raw materials and energy prices;
(xv) our ability to hold or increase prices on our products and the related
effect on our unit sales; (xvi) an increase in our return rates and warranty
claims; (xvii) our labor relations; (xviii) encroachments on our intellectual
property; (xix) our product liability, intellectual property and other
litigation claims; (xx) our level of indebtedness; (xxi) foreign currency
exchange rate risks; (xxii) our future acquisitions; (xxiii) our ability to
achieve the expected benefits from any personnel realignments; (xxiv) higher
bad debt expense as a result of increased customer bankruptcies due to
instability in the economy and slowing consumer spending; (xxv) our ability to
maintain sufficient liquidity to operate our business; and (xxvi) other risks
and factors identified from time to time in Simmons Company's reports filed
with the Securities and Exchange Commission. We undertake no obligation to
update or revise any forward-looking statements, either to reflect new
developments or for any other reason.
Contacts: Michael Henson
Alan Oshiki
Taylor Rafferty
(212) 889-4350
William S. Creekmuir
Simmons Bedding Company
(770) 673-2625
SOURCE Simmons Bedding Company
Michael Henson or Alan Oshiki, both of Taylor Rafferty, +1-212-889-4350; or
William S. Creekmuir of Simmons Bedding Company, +1-770-673-2625
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