Sealy Corp (ZZ)

Recapitalization & IPO transactions

$mm

TOTAL PROFIT ($mm)

$951

on no remaining invested capital

Purchase price & how financed

$mm

. New Class A common stock (equity in)

$436

. Paid by restructured debt

$740

Price

$1,176

Equity in

$436

Received back

From buy-in transaction

April 6, 2004

. Purchase Transaction fees

$116

July 16, 2004

. Notes placed with institutions

$75

. Stock placed with institutions

$48

subtotal

$239

From IPO

. Dividend

$125

. Mgt termination fee

$11

. Sale of shares (8*$16)

$128

Over allotment

underwriter option(4.2*$16)

$67

subtotal

$331

$570

Private equity made this ==>

$134

AND

Retains 47mm shares worth (at $17.50 per)

$817

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TOTAL PROFIT ($mm)

$951

on no remaining invested capital