Foam mattress-maker Tempur-Pedic International, Inc. said Thursday it has agreed to buy its smaller rival, Sealy Corporation, in a deal worth $1.3 billion including debt. Lexington, Kentucky–based Tempur-Pedic will pay $2.20 in cash for each Sealy share, a total of about $228.6 million. The purchase price represents a premium of 2.8 percent over Sealy’s Wednesday closing share price. The deal is expected to close during the first half of 2013, pending regulatory approval. By acquiring its Trinity, North Carolina–based rival, Tempur-Pedic bolsters its product offerings with brands that include Sealy, Sealy Posturepedic, and Stearns & Foster. Sealy operates 25 plants in North America and reported $1.2 billion in sales during the 2011 fiscal year. The deal comes less than two months after private equity firm Advent International paid $3 billion for a majority stake in AOT Bedding Super Holdings, the parent company of mattress-makers Serta and Simmons. Bingham McCutchen is advising Tempur-Pedic on the purchase with a team led by corporate cochair John Utzschneider. Bingham’s team also includes antitrust partners William Berkowitz and Brandon Bigelow; intellectual property partner Scott Bluni; M&A partner Benjamin Burkhart; real estate partner James Black, Jr.; tax partner Anthony Carbone; finance partner Amy Kyle; labor and employment partner Louis Rodriques; and environmental partner Michael Wigmore. M&A partners Christina Melendi, Amy Mugherini, and Carl Valenstein also advised, along with benefits and compensation partners Natascha George and Russell Isaia. Other Bingham attorneys on the matter include banking of counsel Anastasia Caviris; corporate governance of counsel Rebecca Hartley; M&A counsel Gitte Blanchet; tax counsel Thomas Gray; and benefits and compensation counsel Rachel Faye Smith.
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