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ZZ > SEC Filings for ZZ > Form 8-K on 1-Mar-2013All Recent SEC Filings

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Form 8-K for SEALY CORP


1-Mar-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Information.

On March 1, 2013, Sealy Corporation (the "Company") issued a press release announcing that the Company has given notice of an anticipated Make-Whole Event to holders of 8% Senior Secured Third Lien Convertible Notes due 2016 of the Company and Sealy Mattress Company in respect of the previously announced Agreement and Plan of Merger, dated as of September 26, 2012 (the "Merger Agreement"), among the Company, Tempur-Pedic International Inc. ("Tempur"), and Silver Lightning Merger Company, a direct, wholly-owned subsidiary of Tempur, pursuant to which the Company would become a wholly-owned subsidiary of Tempur (the "Merger"). The Merger will constitute a "Make-Whole Event" and, as previously publicly disclosed, is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including the receipt of regulatory approvals. Based on the assumption that regulatory approvals are received on or before March 8, 2013, and that all of the other conditions in the Merger Agreement will be satisfied, the anticipated effective date of the Make-Whole Event is expected to be on or after March 15, 2013. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description
99.1 Press Release dated as of March 1, 2013 of Sealy Corporation.


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