Filing Details

Accession Number:
0001104659-13-022615
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-03-20 16:49:50
Reporting Period:
2013-03-18
Filing Date:
2013-03-20
Accepted Time:
2013-03-20 16:49:50
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
748015 Sealy Corp ZZ Household Furniture (2510) 363284147
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1081714 R Henry Kravis C/o Kohlberg Kravis Roberts & Co. L.p.
9 West 57Th Street, Suite 4200
New York NY 10019
No No Yes No
1081715 R George Roberts C/o Kohlberg Kravis Roberts & Co. L.p.
9 West 57Th Street, Suite 4200
New York NY 10019
No No Yes No
1404912 Kkr & Co. L.p. C/o Kohlberg Kravis Roberts & Co. L.p.
9 West 57Th Street, Suite 4200
New York NY 10019
No No Yes No
1472694 Kkr Management Llc C/o Kohlberg Kravis Roberts & Co. L.p.
9 West 57Th Street, Suite 4200
New York NY 10019
No No Yes No
1472695 Ltd Group Kkr C/o Kohlberg Kravis Roberts & Co. L.p.
9 West 57Th Street, Suite 4200
New York NY 10019
No No Yes No
1472696 L.p. Holdings Group Kkr C/o Kohlberg Kravis Roberts & Co. L.p.
9 West 57Th Street, Suite 4200
New York NY 10019
No No Yes No
1472697 Ltd Gp Holdings Fund Kkr C/o Kohlberg Kravis Roberts & Co. L.p.
9 West 57Th Street, Suite 4200
New York NY 10019
No No Yes No
1472698 L.p. Holdings Fund Kkr C/o Kohlberg Kravis Roberts & Co. L.p.
9 West 57Th Street, Suite 4200
New York NY 10019
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.01 Per Share Disposition 2013-03-18 46,625,921 $2.20 0 No 4 S Indirect See footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock, Par Value $0.01 Per Share 8% Senior Secured Third Lien Convertible Note due 2016 Disposition 2013-03-18 4,939,889 $0.00 123,497,237 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2016-07-15 No 4 J Indirect
Footnotes
  1. Shares of common stock, par value $0.01 per share of Sealy Corporation ("Common Stock") were disposed of in exchange for the right to receive $2.20 per share in cash pursuant to the Agreement and Plan of Merger by and among Tempur-Pedic International Inc., Silver Lightning Merger Company and Sealy Corporation (the "Merger Agreement").
  2. These 8% Senior Secured Third Lien Convertible Notes due 2016 (the "Convertible Notes") were co-issued by Sealy Corporation and Sealy Mattress Company and were immediately exercisable upon issuance. In connection with the merger, the Convertible Notes are no longer convertible into shares of Common Stock and are instead convertible into an amount of cash as calculated pursuant to the terms of the Convertible Notes and the Merger Agreement.
  3. These securities are held by Sealy Holding LLC. Each of KKR Millennium Fund L.P. (as the senior member of Sealy Holding LLC); KKR Associates Millennium L.P. (as the sole general partner of KKR Millennium Fund L.P.); KKR Millennium GP LLC (as the sole general partner of KKR Associates Millennium L.P.); KKR Fund Holdings L.P. (as the designated member of KKR Millennium GP LLC); KKR Fund Holdings GP Limited (as a general partner of KKR Fund Holdings L.P.); KKR Group Holdings L.P. (as a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited); KKR Group Limited (as the sole general partner of KKR Group Holdings L.P.); KKR & Co. L.P. (as the sole shareholder of KKR Group Limited); and KKR Management LLC (as the sole general partner of KKR & Co. L.P.) may be deemed to have or share beneficial ownership of the securities held by Sealy Holding LLC. KKR Partners III, L.P. is also a member of Sealy Holding LLC.
  4. As the designated members of KKR Management LLC, Henry R. Kravis and George R. Roberts may be deemed to have or share beneficial ownership of the securities held by Sealy Holding LLC. In addition, KKR Fund Holdings L.P. has designated Messrs. Kravis and Roberts as managers of KKR Millennium GP LLC.
  5. Each Reporting Person and each other person named in notes (3) and (4) above disclaims beneficial ownership of any securities reported herein, except to the extent of such person's pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement.