Exhibit 99.2
SEALY MATTRESS COMPANY
NOTICE OF REDEMPTION TO HOLDERS OF
8.25% SENIOR SUBORDINATED NOTES DUE 2014
(THE “NOTES”)
| To: | Holders of Sealy Mattress Company Notes |
(CUSIP No. 812141AN9)
| Re: | Notice of Redemption |
Dated: March 18, 2013
Pursuant to Section 1105 of the Indenture, dated as of April 6, 2004 (as amended, the “Indenture”), by and among Sealy Mattress Company (the “Company”), the Guarantors named in Schedule I thereto, and The Bank of New York Trust Company, N.A., as Trustee (the “Trustee”), notice is hereby given (this “Notice of Redemption”) that the Company has elected to, and will, redeem all of the outstanding Notes on April 22, 2013 (the “Redemption Date”) as permitted under Section 1101 of the Indenture and pursuant to paragraph 5 of the Notes. All capitalized terms not otherwise defined herein have the respective meanings given to such terms in the Indenture.
An aggregate principal amount of $268,945,000 of the Notes will be redeemed. The Notes will be redeemed at a redemption price of 100.000% (the “Redemption Price”) of the aggregate principal amount thereof (that is, $1,000.00 for each $1,000 principal amount of Notes to be redeemed), plus accrued and unpaid interest to the Redemption Date, in an aggregate amount of interest equal to $7,827,420.
On the Redemption Date, the Redemption Price and accrued and unpaid interest will become due and payable and will be paid to Holders on or after the Redemption Date, upon each Holder’s surrender to the Trustee, as paying agent (hereinafter “Paying Agent”), at the address provided below, of the Notes redeemed. Unless the Company defaults in paying the Redemption Price, interest on the Notes will cease to accrue on and after the Redemption Date.
To collect the Redemption Price and accrued and unpaid interest, Holders must surrender the Notes for redemption, at the office of the Paying Agent shown below, at any time on or after the Redemption Date:
The Bank of New York Mellon Trust Company, N.A.
Attention: Global Corporate Trust
111 Sanders Creek Parkway
East Syracuse, New York 13057
The method chosen for the delivery of the Notes is at the option and risk of the Holder. If delivery is by mail, use of registered or certified mail, properly insured is suggested.
SECURITIES HELD IN BOOK-ENTRY FORM WILL BE REDEEMED IN ACCORDANCE WITH THE APPLICABLE PROCEDURES OF THE DEPOSITORY TRUST COMPANY.
The CUSIP number indicated above is included solely for convenience of the Holders of the Notes. The Company is not responsible for the use or selection of the number, nor is any representation made as to the correctness or accuracy of such number printed on the Notes or as listed in this Notice of Redemption.
| SEALY MATTRESS COMPANY |
/s/ Michael Q. Murray |
| Name: Michael Q. Murray |
Title: Senior Vice President, General Counsel and Secretary |
[HolderRedemption Notice Signature Page]
