Innovative Mattress Solutions – Court Approves Bidding Procedures, Bid Protections and Tempur Stalking Horse APA

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February 25, 2019 – The Court hearing the Innovative Mattress Solutions case issued an order [Docket No. 334] approving (i) bidding procedures in respect of the sale of substantially all of the Debtors' assets (the "Sale"), including certain bid protections, (ii) an asset purchase agreement, dated February 12, 2019, between the Debtors and Tempur World, LLC (the "Stalking Horse APA"), (iii) a proposed auction and sale hearing timetable and (iv) the Sale itself.

Consideration

The Stalking Horse APA provides the following detail as to the agreed purchase price which is to be comprised of the following: (i) cash in the sum of (a) an amount equal to estimated cure amounts (currently not known), (b) the aggregate amount of all payments set forth in accordance with the wind down budget, which amount shall not exceed $300,000 and (c) professional fees; (ii) the assumption of certain liabilities; and (iii) a credit bid amount of up to whatever is outstanding under debtor-in-possession (“DIP”) and prepetition loans.

Bid Protections

The Stalking Horse APA provides for the following bid protections, (i) a $650k break-up fee, (ii) the reimbursement to the Stalking Horse Bidder of all reasonable and documented out-of-pocket costs, fees and expenses and (iii) a minimum bid requirement as to any additional bidders that their bids must exceed Tempur's aggregate bid plus the break-up fee and $500k.

The Court scheduled a sale hearing for March 22, 2019 and set a bid deadline of March 18, 2019, with sale objections due by March 13, 2019. The auction will be held on March 20, 2019.

The following documents were attached to the order:

  • Exhibit 1: Bidding Procedures
  • Exhibit 2: Stalking Horse APA
  • Exhibit 3: Assumption and Assignment Notice
  • Exhibit 4: Sale Notice

Key Dates

  • Bid deadline: March 18, 2019
  • Auction: March 20, 2019
  • Sale hearing: March 22, 2019, with objection due by March 13, 2019

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