On December 31, 2024, the U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) issued its highly anticipated decision on the 2020 uptier exchange and subsequent bankruptcy plan of Serta Simmons Bedding, LLC (“Serta” or the “Company”),[1] overruling the U.S Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) the Fifth Circuit’s decision represents at least one circuit’s willingness to interpret contractual language that is found in many syndicated loan agreements narrowly Serta is a North American bedding manufacturer that has been a serial target of leveraged buyout transactions. Following a recapitalization in 2016 Serta’s business foundered. In 2020 Serta announced an uptier exchange with a majority of its existing first-lien and second-lien lenders (the “Majority Lenders”) to issue at least $1.075 billion in new super-priority loans. Serta’s main debt at the time consisted of three credit facilities including: (i) $1.95 billion in first-lien term loans governed by the 2016 Credit Agreement; (ii) $450 million in second-lien term loans governed by a separate credit agreement; and (iii) a $225 million asset-based revolving loan. The Uptier Transaction contemplated three different new super-priority loans that would prime the existing loans: (i) a $200 million super-priority “first-out” tranche of new money; (ii) a $875 million super-priority “second-out” tranche consisting of debt exchanged on a cashless basis through an “open market purchase” for approximately $1 billion of existing first-lien term loans (at a 74% exchange rate) and approximately $300 million of second-lien term loans (at a 39% exchange rate); and (iii) a never-utilized super-priority “third-out” tranche. Serta amended the 2016 Credit Agreement with a narrow majority of its lenders to allow the Uptier Transaction. Upon completion the $1.075 billion of super-priority term loans had priority liens on collateral ahead of approximately $895 million of remaining first-lien term loans and approximately $128 million of second-lien term loans held by the lenders that did not receive the opportunity to participate in the Uptier Transaction (such lenders Several funds (the “Plaintiffs”) quickly challenged the Uptier Transaction in the U.S District Court for the Southern District of New York (the “SDNY District Court”). There the Plaintiffs argued that the Uptier Transaction was not a permitted “open market purchase,” because it was offered only to a “handpicked” group of lenders the Plaintiffs asserted that even if Serta had not breached the specific terms of the 2016 Credit Agreement it had violated the implied covenant of good faith and fair dealing under New York law. In March 2022 the SDNY District Court denied Serta’s motion to dismiss and found that the term “open market purchase” was ambiguous questioning Serta’s interpretation that “open market purchase” simply meant negotiated at arms-length (regardless of whether such purchase was offered to only a subset of lenders) The SDNY District Court also found that the Plaintiffs had stated a claim for breach of the implied covenant of good faith and fair dealing The Uptier Transaction failed to forestall Serta’s January 2023 chapter 11 bankruptcy filing. In its chapter 11 case Serta (along with certain Majority Lenders) filed a declaratory action seeking a determination that the Uptier Transaction was not a breach of contract. Judge David Jones (who has since resigned) granted summary judgment for Serta holding that the Uptier Transaction qualified as an “open market purchase,” and that the Uptier Transaction did not violate the implied covenant of good faith and fair dealing. Unlike the SDNY District Court Judge Jones held that “open market purchase” was a “clear and unambiguous term,” and the Uptier Transaction did not violate the 2016 Credit Agreement’s pro-rata sharing provision which generally requires payments to lenders to be allocated to all lenders on a pro-rata basis with respect to their holdings because it satisfied the exception for open market purchases. Judge Jones also confirmed Serta’s second amended bankruptcy plan including a new post-petition indemnity in favor of certain Majority Lenders that he found was a fair and equitable aspect of a settlement under 11 U.S.C § 1123(b)(3). Minority Lenders appealed to the Fifth Circuit Judge Oldham turned to analyzing the open market purchase provision of the 2016 Credit Agreement and the indemnity under Serta’s chapter 11 plan as Serta and the Majority Lenders proposed would render redundant the 2016 Credit Agreement’s detailed procedure for repurchases of debt by a Dutch auction the other specific exception to ratable treatment the Fifth Circuit observed that Serta would benefit from the excise of the indemnity as it would no longer be burdened by potential indemnity claims Based on its reading of the open market purchase provision the Fifth Circuit vacated the Bankruptcy Court’s ruling in part and remanded the Minority Lenders’ claims for breach of contract including breach of the implied covenant of good faith and fair dealing which it stated had not been sufficiently briefed. The Fifth Circuit also reversed the confirmation of Serta’s bankruptcy plan with respect to the indemnity While Serta is widely cited as one of “the first major uptier” exchanges,[14] numerous LMEs since the J.Crew transaction in 2016 have relied on similar interpretations of syndicated credit agreements and LMEs have proliferated in Serta’s wake resulting in ongoing litigation as courts determine the boundaries of permissible LMEs. Outcomes in these cases will continue to turn on often minute differences in the relevant debt documentation Yet Serta is not the only recent example of a court invalidating an uptier transaction. In the Wesco Aircraft case,[18] Judge Marvin Isgur of the U.S Bankruptcy Court for the Southern District of Texas declared in a July 2024 ruling that the March 2022 non-pro-rata exchange transaction by Wesco Aircraft Holdings (d/b/a Incora) violated its notes indenture because the transaction did not meet the requisite 66 2/3% consent threshold and the company’s attempt to issue additional notes to certain holders to satisfy that threshold breached the underlying indenture’s terms. Thus liens and interests” of the relevant secured noteholders. The question of open market purchases was not relevant in Wesco Aircraft because notes issued under an indenture were involved which do not include pro-rata sharing provisions. As in Serta Wesco Aircraft shows that courts may closely scrutinize underlying debt documents and look at the overall impact of an LME in deciding whether an LME is permissible under the applicable agreements the proposed DIP lenders abandoned the rollup The Fifth Circuit’s decision in Serta will likely impact the drafting of buyback provisions in syndicated credit agreements that contain similar language permitting open market purchases and Dutch auctions.[21] The outcome will depend on the scope of the other protections against LMEs in such credit agreements. In the wake of In re American Tire Distributors we may see additional exceptions for DIP financings but also in the sacred rights protection for the pro-rata provisions the Fifth Circuit’s decision to excise the Majority Lender indemnity from the confirmed bankruptcy plan while limited to courts within the circuit could have broader implications for bankruptcy cases and indemnities in agreements to implement LMEs [1] In re Serta Simmons Bedding [2] See the discussion below of cases involving Mitel Networks [3] Serta at 4 [10] See 11 U.S.C § 1123(a)(4) (requiring that a plan “provide the same treatment for each claim or interest of a particular class unless the holder of a particular claim or interest agrees to a less favorable treatment of such particular claim or interest”) [11] Serta at 44 [12] Id [13] Id at 41 (internal citations and quotations omitted) [14] Id [15] Ocean Trails CLO VII et al [16] Id [17] Id [18] Wesco Aircraft Holdings [19] Serta at 54 [20] In re American Tire Distributors [21] The Serta decision should not necessarily have similar implications for bond documentation where broader buyback provisions are more typical About Akin Leadership Client Value Awards & Accolades All Locations Boston Dallas Fort Worth Houston Irvine Los Angeles New York Philadelphia San Antonio San Francisco Washington, D.C. Hong Kong Singapore Geneva London Abu Dhabi Dubai Court of Appeals for the Fifth Circuit issued its long-awaited decision regarding the permissibility of the Serta Simmons Bedding (Serta) uptier liability management exercise (the 2020 Uptier) and related issues arising from the confirmation of Serta’s chapter 11 plan of reorganization The decision is a substantial victory for the excluded lenders challenging the 2020 Uptier with the Fifth Circuit holding that Serta’s acquisition of loans from the participating lenders outside of the established secondary market for syndicated loans was not an “open market purchase” within the meaning of the applicable credit agreement The Fifth Circuit also addressed challenges to an indemnity provision provided in the plan of reorganization for the benefit of the participating lenders rejecting arguments that the appeal of the confirmation order was equitably moot and excising the indemnity from the plan of reorganization The Fifth Circuit’s decision, along with the July 2024 ruling from Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas (the Bankruptcy Court) in the Wesco/Incora adversary proceeding, may signal growing judicial skepticism of aggressive interpretations of funded debt contracts and liability management exercises (LMEs) more generally.1 The Serta case is not over with the Fifth Circuit remanding to the Bankruptcy Court the excluded lenders’ counterclaims for breach of contract whether Serta and the participating lenders ultimately will face any liability relating to the 2020 Uptier Serta consummated the 2020 Uptier with a majority of its existing first lien and second lien lenders both of which jumped ahead of Serta’s then-existing first-lien loans: (i) a $200 million new-money financing; and (ii) an exchange tranche comprised of $875 million of loans created through an exchange of the participating lenders’ first- and second-lien loans The applicable first lien credit agreement contained a “sacred right” prohibiting the assignment of loans to Serta (as well as other affiliated entities) on a non-pro rata basis unless accomplished via “Dutch Auctions open to all Lenders” (under procedures set forth in the credit agreement) or “through open market purchases.” Serta First Lien Term Loan Agreement The 2020 Uptier became the subject to extensive litigation in both state and federal courts but when Serta and certain of its affiliates (the Serta Debtors) filed chapter 11 petitions in the U.S Bankruptcy Court for the Southern District of Texas in early 2023 the Serta Debtors and certain participating lenders filed an adversary proceeding in the Bankruptcy Court seeking a declaratory judgment that the 2020 Uptier did not violate the credit agreement The excluded lenders asserted counterclaims for breach of contract and other causes of action In support of their declaratory judgment claim the Serta Debtors and the participating lenders principally argued that the transaction was proper because the exchanges of loans—which were negotiated in private between Serta and the participating lenders and not offered to the excluded lenders—were “open market purchases” under the credit agreement granting summary judgment in favor of the Serta Debtors and the participating lenders that the loan exchanges in the 2020 Uptier were open market purchases and therefore permissible On a direct appeal from the Bankruptcy Court The Fifth Circuit’s decision finds that the exchanges were not open market purchases because they did not occur on the “secondary market for syndicated loans.” In so holding the Fifth Circuit noted that the more expansive reading of “open market purchase” advocated by the Serta Debtors and the participating lenders that an open market purchase is any acquisition of “something for value in competition among private parties” ignores the word “market” and also would include a Dutch auction And if the definition of open market purchases is so broad that it includes Dutch auctions it would make no sense for the credit agreement to separately provide that both Dutch actions and open market purchases are exceptions to the pro rata sacred right Having rejected the Serta Debtors’ and the participating lenders’ arguments the Fifth Circuit reversed the Bankruptcy Court’s ruling that the exchanges of loans in the 2020 Uptier were open market purchases the Fifth Circuit also held that the excluded lenders’ counterclaims for breach of contract against the Serta Debtors and the participating lenders may be viable and remanded such claims to the Bankruptcy Court for further consideration Addressing a separate appeal of the confirmation order the Fifth Circuit also found that an indemnity for the participating lenders in the confirmed plan of reorganization was improper and excised it from the plan The participating lenders had obtained a similar indemnity in the 2020 Uptier recognizing that this prepetition indemnity would be disallowed by section 502(e)(1)(B) of section 11 of title 11 of the United States Code (the Bankruptcy Code) the Serta Debtors granted the participating lenders (and other members of the same creditor classes) a substantially similar indemnity in the plan of reorganization but framed it as a settlement between the Serta Debtors and the participating lenders permitted under section 1123(b)(3)(A) of the Bankruptcy Code disagreed that the indemnity was permissible under section 1123(b)(3)(A) While the Fifth Circuit recognized that a plan of reorganization ordinarily may include a settlement of any claim or interest of the debtor it found that the plan indemnity was an impermissible end-run around section 502(e)(1)(B)’s disallowance of contingent claims for reimbursement because section 502(e)(1)(B) disallowed the prepetition indemnity claims arising from the 2020 Uptier on the front end such claims could not be resurrected on the back end by section 1123(b)(3)(A) even if the indemnity were permitted by section 1123(b)(3)(A) of the Bankruptcy Code it still was impermissible under section 1123(a)(4) because it violated the Bankruptcy Code’s requirement of equal treatment for members of the same creditor classes because the indemnity was worth millions of dollars to participating lenders but worthless to members of the same creditor classes who did not participate in the 2020 Uptier (and instead purchased 2020 Uptier debt on the secondary market) participating lenders received “settlements with higher effective values than their co-class members” in violation of section 1123(a)(4) Finally, the Fifth Circuit also rejected arguments from the Serta Debtors and participating lenders that the appeal of the indemnity provision was equitably moot.2 Specifically the Fifth Circuit rejected the argument that it would be unfair to excise the indemnity from the plan of reorganization because the participating lenders only agreed to support the plan in exchange for the now-excised indemnity adopting the Serta Debtors’ and participating lenders’ arguments would “effectively abolish appellate review of even clearly unlawful provisions in bankruptcy plans.” And quoting one of its prior decisions—In re Pacific Lumber Co. 2009)—the court noted that “adverse appellate consequences were foreseeable to [the participating lenders] as sophisticated investors who opted to press the limits of bankruptcy confirmation.” Although the Fifth Circuit’s decision focuses on specific provisions of the applicable credit agreement related to pro rata sharing and the term “open market purchases,” the decision likely will have a broader impact on the structuring of future LMEs including both “pure uptier” transactions (like Serta) and other transaction structures such as drop-downs pari-plus loans and double-dips where debt exchanges are contemplated While LME structures will continue to be highly dependent on the specific provisions of the applicable debt documents a significant portion of broadly syndicated term loan credit agreements include pro rata sharing provisions as a “sacred right” and include the “open market purchase” mechanic similar or identical to the Serta credit agreement—analyzing the risks associated with LMEs under such agreements therefore will be impacted by the Fifth Circuit’s decision And while it is unclear how the decision will implicate credit agreements or other debt instruments with differing provisions minority lenders may be more willing to challenge aggressive “lender-on-lender violence” LMEs absent further creative structuring by companies and their majority lenders The Serta decision also could alter the dynamics between existing lenders and potential third-party financing sources sponsors engaging in LMEs have threatened financings with third parties but in the end consummated LMEs with existing lenders and maximized discount capture third-party financing sources may be able to offer more appealing transactions as structuring exchanges with existing lenders may become more difficult although a significant portion of credit agreements include the “open market purchase” language such as “non-pro rata purchases,” or additional specific language noting that open market purchases can include privately negotiated exchanges It remains to be seen the extent to which sponsors will push for broader language in their newly issued debt documents and whether the credit markets will accept such changes 1 The same day as the Fifth Circuit’s decision the Appellate Division of the New York Supreme Court dismissed a challenge to an uptier LME in Ocean Trails CLO VII that the LME in that case complied with the applicable credit agreement including that the applicable credit agreement did not contain a pro rata exception for “open market purchases” and instead permitted the borrower to “purchase by way of assignment” loans at any time 2 The Fifth Circuit’s discussion of equitable mootness is notable in its skepticism of the doctrine. Indeed, in dicta, the Fifth Circuit appeared to question whether “equitable mootness exists at all.” Ira S. Dizengoff Send Email View Biography Philip C. Dublin Send Email View Biography Dan Fisher Send Email View Biography Lacy M. Lawrence Send Email View Biography Jaisohn Im Send Email View Biography Abid Qureshi Send Email View Biography Joseph L. Sorkin Send Email View Biography © 2025 Akin Gump Strauss Hauer & Feld LLP To seriously get you ready for the summer season on a budget, Wayfair's spring Way Day sale is back from Saturday April 28 with up to 80% off best-selling products for your kitchen For pet parents out there, we found a sweet discount on the top-selling Serta Quilted Couch Pet Bed that you won't want to miss I know what it feels like to buy several dog beds and watch them get torn apart This one has glowing reviews and shoppers rave about how durable it is and that you can throw it right in the washing machine we break down this Way Day 2025 deal and highlight a few extra pet-friendly discounts One of the absolute top-rated features of the Serta Quilted Couch Pet Bed is that it has a machine washable cover that can be zipped off and tossed in the washing machine for easy cleaning The dog bed is designed with pressure-relieving orthopedic memory foam to help ensure your pet enjoys optimal comfort The supportive ortho foam is balanced with a cozy quilted sleep surface and a non-slip bottom Other features include the sturdy construction the size options available and the value you get for such an affordable pet bed When does Wayfair's spring Way Day sale start?Wayfair's spring 2025 Way Day sale officially starts on Saturday More: Find out if a Wayfair Rewards membership is right for your wallet Wayfair's Way Day sale is known to offer some pretty wild discounts on almost everything. During the big sale. you can find Way Day deals on everything from outdoor solar lights to dog beds. In particular, if you're shopping for new cookware, kitchen essentials or patio decor The company is introducing collections to a portfolio that is meant to support customers at a variety of price points The two new collections fill out the Beautyrest portfolio. Last year Serta Simmons Bedding launched Beautyrest Black, a premium offering, and Beauty Sleep, a value price collection “With Beautyrest and Beautyrest World Class we are offering the right product for every consumer with step-ups in features between collections delivering on our value proposition of individualized support and motion separation for a great night’s sleep at every price point,” Rolf Sannes senior vice president of brand marketing at Serta Simmons Bedding reduced its debt from about $1.9 billion to $315 million and said that part of its efforts focused on refreshing the vast majority of its product portfolio and updating its product assortment more frequently in the future Last summer, the company appointed Jim Loree as CEO bringing with him nearly 25 years of experience at Stanley Black & Decker the company relaunched a sizable share of its products made efforts to improve its retail relationships promoted products in new ad campaigns and improved operations Serta Simmons Bedding will promote its new collections in a TV advertising campaign airing across TV and digital channels on Memorial Day This year marks the 100th anniversary of Beautyrest Serta Simmons Bedding isn’t the only mattress company releasing new products to help transform its business. In 2023 Purple debuted its Premium and Luxe collections a move it made as part of its broader push to capture more of the high-end mattress market Last year, Purple CEO Rob DeMartini said shoppers have been resistant to buying pricey mattresses online and its brick-and-mortar retail strategy has been the “toughest part” of its business model Get the free daily newsletter read by industry experts The intense pressure to end diversity initiatives has led companies to scrutinize their policies Rare Beauty and Target have taken steps to develop guidance around universally accessible design But the industry isn’t prioritizing it yet The free newsletter covering the top industry headlines Financial sponsors are expected to pursue more creative ways to execute liability management exercises after an appeals court called into question common strategies sponsors have employed to deleverage distressed portfolio companies “Borrowers will need to find some other language that might work or another creative way that could mean treating creditors ratably yet differently,” said Deborah Kovsky-Apap restructuring partner at Troutman Pepper Locke Late last year the US Court of Appeals for the Fifth Circuit overturned rulings by disgraced Judge David Jones in the bankruptcy case of Serta Simmons Bedding that blessed the company’s aggressive uptier LME that relied on a non pro rata distressed debt exchange effected through an “open market purchase.” issuers have employed the open market purchase clause in their credit agreements to buy back only a portion of their debt at a negotiated discount making an end run of the “sacred right” that issuers treat all lenders the same way The appeals court ruled that an open market purchase has to occur in secondary market for syndicated loans and thus Serta’s debt exchange was not allowed under its credit agreement The court didn’t rule on the permissibility of common LME structures like drop downs and uptiers (Late last week, the appeals court granted Serta and a group of lender appellees a 21-day extension to file a rehearing of their petitions. The appellees are reviewing the panel’s disposition of the issues and are considering whether to seek rehearing or rehearing en banc, as reported.) “This is not the silver bullet that kills of these LME transactions It’s a good cautionary tale of reading the documents carefully and considering the implications of a court’s review and interpretation,” said Brian Lohan head of the US restructuring and insolvency practice in Clifford Chance “Any transaction in which you are trying to do something that’s not allowed within the four corners of the credit agreement could be affected,” he added Market participants now expect sponsors to take advantage of a strong investor demand in the primary market to add language to new credit agreements that permit borrowers to make non pro rata purchases of loans “I think that as long as the broadly syndicated market is hot and oversubscribed what ends up happening is the words of the new documents go from open market purchases to private purchases,” the buysider said Xtract suggested in a recent report that issuers could draft agreements to allow purchases in “open market transactions or other privately negotiated transactions.” The ruling may not protect lenders to existing credit agreements either With the support from a majority of its lenders an issuer pursuing an LME could revise its credit agreement to add language to facilitate a non pro rata deal “More games can be played,” added one of the attorneys who cautioned that revising the agreement could open a company up to litigation companies can focus on their refinancing baskets to determine what carveouts exist for pro-rata financings They can also look at structures that utilize capacity at unrestricted subsidiaries since these boxes are not bound to credit agreements so long as debt can be transferred at the unrestricted subsidiary Issuers can differentiate pro rata distressed exchanges completed through open market purchases by offering different fees to creditors with lenders who negotiate the deal receiving a backstop fee “This stuff is still going to be done if a lawyer thinks there’s enough wiggle room in the credit agreement to negotiate an undefined term,” said the second buysider adding that any benefit from the court decision won’t “really change anything for the foreseeable future.” the bruising experience with LMEs of recent years has led lenders to place a greater focus on tightening up documents They added that the Serta decision was not a “final nail in the coffin” for aggressive uptiering attempts but said investors will remain “very vigilant and aggressive” about closing off space for abuse or compensating for any added risks in other deals “I think where CLOs will differentiate themselves is really understanding when LMEs are possible – and at the first time of problems knowing it could be catastrophic if an uptiering transaction happens,” added the first buysider Though considered an effective way of extending financial runway for borrowers the long-term merits of employing LMEs to fixing companies’ balance sheets remains open to debate with several borrowers becoming distressed again for filing for bankruptcy Some attorneys expect the lasting impact of Serta will be that it changes the risk calculous for borrowers contemplating LMEs that pit one group of creditors against another “Serta could chill aggressive LMEs not because of the open market purchase issue but because it’s another example like Robertshaw and Incora where an aggressive LME has resulted in a tremendous amount of money and creditor value being torched due to expensive litigation and attendant longer and uncertain Chapter 11 process,” said Michael Handler a restructuring partner at King & Spalding Already a client? Sign in By submitting this form, you consent to allow ION to store and process the personal information submitted. For more information, please review our Privacy Policy Do Not Sell or Share My Personal Information (Opt-Out) Zoned-support design and my experience with laying on it Compared to your average hybrid mattress, I think this bed has a lot more going on when it comes to something that helps mitigate chronic back pain I can actually feel the center third propping up against the small of my back is a clear indication of the bed's enhanced design Serta is one of the most longstanding mattress companies in existence Considering the brand’s overall longevity alone I actually slept on a Serta mattress that I bought in a store for many years -- that was before having this dream job the average lifespan of a bed is between 7-10 years since this is a more enhanced hybrid mattress with a targeted design the Serta Classic should last most sleepers for several years to come With 5+ years of mattress testing experience we use our different sleeping position and body type perspectives to offer well-rounded This bed arrived at our space with completely free shipping and was actually fully sized All we had to do was tear away the packaging you’ll have to give the bedtime to inflate The bed was ready to go right out of the packaging I was very surprised to see how quality the bed actually is this really soft cover and a generally neutral firmness and feel I felt as though I could take a nap on this mattress anytime which is not the case for every bed we test Watch me review the Serta Classic mattress in this video Jon Gomez/CNETThis bed has a predominant neutral hybrid feel like the Brooklyn Bedding Signature or even the Tuft & Needle Original Hybrid this mattress presents sleepers with a generally accommodating level of comfort It’s not going to feel like a memory foam mattress or even a responsive latex foam option but rather somewhere in between those two in terms of comfort Getting a hybrid bed with a neutral feel is always a safe choice for most sleepers If you don’t exactly know what you’d prefer feel-wise in your next bed you shouldn’t feel a bed like this to be off-putting in any way if you prefer a more specific type of mattress this bed doesn’t quite fit that bill look no further if you just want a cozy hybrid bed The coils provide all body types with plenty of support while the quilted cover offers plenty of neutral cushion on top. Jon Gomez/CNETThe “Enhanced” version of the Serta Classic is available in a few different firmness profiles which indeed felt like a true medium on our scale This middle-of-the-road firmness level makes this version of the bed generally accommodating for all sleeper types If you’re unsure what type of firmness you’d like your next bed to have getting a mattress with a medium firmness profile is often a safe way to go if you want a much softer or firmer version of this mattress there is a “Firm” rendition of this bed available and even some “Plush” models that add more comfort elements on top to give side sleepers more pressure relief. For years, we’ve ranked mattress firmness from a subjective perspective, but we now have a machine called the Mattress Smasher 9000 that objectively tests how soft or firm a mattress is After pressing into the bed with a precise pressure gauge it gave the Serta Classic a score of 6.85 out of 10 -- slightly firmer than we initially thought the bed to be Jon Gomez/CNETThe Serta Classic is a hybrid bed that has a combination of coils for support and various foams for comfort It’s around 12’’ thick and made up of the following materials: there aren’t many issues to report here with this particular bed Since the coils in this bed are encased in a foam border that should definitely help strengthen this bed’s edges I felt plenty of support along the perimeter If you or your partner like to hug the edges of a bed at night you shouldn’t experience much of a roll-off sensation with the Serta Classic Jon Gomez/CNETGiven that this is a hybrid bed with a neutral feel and firmness profile, it could work for just about anyone. However, it might work best for a certain demographic of sleepers. Here’s who we think will get the most out of it. While all sleeper types can get by on this option, this version of the Serta Classic will likely work best for combination sleepers who like to rotate around a night. The bed presents equal parts support and pressure relief, meaning it won’t feel excessively soft or firm. This firmness is most accommodating for sleepers who don’t like to hang out in one main sleeping position throughout the night. If you want an especially soft or firm mattress, this might not be the most suitable bed for you. Since it’s so generally accommodating, the flat firmness profile might alienate strict side sleepers looking for ample pressure relief or even back and stomach sleepers searching for a rigid sleeping surface. Luckily, there are other firmness varieties of the Serta Classic mattress to consider. As mentioned, the construction of this bed makes it best at supporting all body types, including heavier people. If you’re an average-sized person or even someone who’s on the smaller side, you should too find it supportive, but you could save more money by going the route of an all-foam bed -- coil beds can be overkill for more petite people. One of my absolute favorite things about this bed is the price it’s currently offered. For a quality-made, hybrid bed with Zoned Support, it’s hard to believe that it only costs around $600 for a queen size -- and that’s before any discounts. If you go the route of the “Standard” version of the Serta Classic, you’ll be saving even more. Jon Gomez/CNETSerta backs its mattresses with some nice policies. Its beds ship to you for completely free, and once in your possession, you get a 120-night trial period to try them at home risk-free. If you happen not to like your Serta mattress within that time frame, you can return it for free. On the other hand, if you decide to keep it, you’re backed by a 10-year warranty. it’s pretty tough to top the generally accommodating and supportive nature of the Serta Classic I think it’s a noteworthy consideration for most couples who are in the market for a neutral bed that’s also pretty affordable you can actually try it out in a physical location before you buy -- that’s always nice You might like the Serta Classic mattress if: You might not like the Serta Classic mattress if: Compared to your average hybrid mattress, I think this bed has a lot more going on when it comes to something that helps mitigate chronic back pain is a clear indication of the bed's enhanced design Considering the brand’s overall longevity alone Please enable JS and disable any ad blocker The Fifth Circuit struck down Serta Simmons’ 2020 uptier transaction while the New York Appellate Division upheld a similar transaction in a case involving Mitel Networks exposing key differences in how courts interpret liability management strategies prompting questions about the practicality and risks of strategies like uptiering What liability management transactions are most vulnerable What remedies can excluded lenders now pursue Team Orrick held a discussion where we broke down the impact of these rulings and offered practical guidance for lenders Ron is the designated restructuring counsel to many leading financial institutions such as The Royal Bank of Scotland Toronto-Dominion Bank and The Bank of Nova Scotia He has represented clients in bankruptcies Ron has represented interests of financial institutions and investors in such restructuring and bankruptcy cases as Ocean Rig In the Restructuring (Including Bankruptcy): Corporate category of The Legal 500 US directory Ron’s clients praise his “practical and strategic approach.” Another noted I am both amazed at his ability to understand my concerns and his complete knowledge of the subject He puts me at ease and there is never a time that I cannot reach him.” Regarded as a leader in financial restructurings by clients and peers alike Ron understands every phase of a bankruptcy and restructuring matter and knows how to effectively position a client to control opposition and maximize results Nick represents a diverse range of stakeholders throughout the capital structure in complex restructuring scenarios His practice encompasses representing institutional creditors and strategic investors in bankruptcy proceedings He has significant experience with debtor-in-possession financing and contested bankruptcy litigation matters Nick has developed particular expertise in distressed M&A transactions across multiple industries He regularly works with clients to structure and execute credit-bid acquisitions and strategic investments in distressed companies His cross-practice approach allows him to collaborate effectively with Orrick’s M&A and Energy & Infrastructure teams to deliver comprehensive solutions to complex distressed situations Nick’s experience extends to non-distressed transactions including real estate purchases and syndicated loan refinancing He brings a strategic and detail-oriented approach to each matter working collaboratively with clients to navigate challenging financial circumstances and achieve business objectives Michael has been recognized as a Rising Star in Bankruptcy by Super Lawyers since 2021 serving stakeholders across a company's capital structure debtors and asset purchasers. Beyond his core restructuring practice He regularly represents clients in contentious matters within bankruptcy courts as well as in chancery and federal district courts Michael served as law clerk in the United States Bankruptcy Court for the District of New Jersey. secret or otherwise sensitive information concerning any potential or actual legal matter in this e-mail message Unsolicited e-mails do not create an attorney-client relationship and confidential or secret information included in such e-mails cannot be protected from disclosure Orrick does not have a duty or a legal obligation to keep confidential any information that you provide to us please note that our attorneys do not seek to practice law in any jurisdiction in which they are not properly authorized to do so you understand and agree that Orrick will have no duty to keep confidential any information you provide Among the many financial innovations that came out of the COVID era non-pro rata uptier transactions as a liability management exercise (“LMEs”) are among the more controversial While lawsuits challenging non-pro rata uptier transactions are making their way through the courts two important decisions were recently issued by the Court of Appeals for the Fifth Circuit and the New York Appellate Division The reasons how and why these transactions were upheld by one court and undone by another offer important insights into how these transactions may be analyzed by courts and structured by parties Developed in response to the liquidity constraints felt by many businesses during the COVID era uptier transactions allow cash strapped companies to redesign their capital structure while gaining access to new liquidity and refinancing existing debt an uptier transaction works as follows: a borrower enters into an agreement with only some of its lenders under an existing credit facility to allow the borrower to issue new some of which is then used to purchase the existing debt of participating lenders The result is that participating lenders now hold new debt that is senior to the claims and liens securing existing debt Non-participating and (suddenly) subordinated lenders have challenged these transactions on various grounds including that they violate a credit agreement’s “sacred right” of pro rata sharing among lenders under the same facility non-participating lenders argue that the exchange of existing debt held by only some lenders into new senior debt effectuated through the non-pro rata uptier transaction violates the requirement that any payments by the borrower must be distributed pro rata among all lenders party to the credit agreement borrowers argue that such transactions fall within various exceptions in the credit agreements in an effort to improve its financial condition Serta executed an uptier transaction with a majority Serta and the participating lenders first amended the existing credit agreement to allow for the issuance of priming debt the participating lenders provided $200 million in new financing and exchanged $1.2 billion of existing first and second lien term loans for $875 million of superpriority first and second out term loans who held $895 million of remaining first-lien term loans and approximately $128 million of second-lien term loans were relegated to third and fourth tier status Non-participating lenders challenged the transaction and following Serta’s chapter 11 bankruptcy filing Bankruptcy Court for the Southern District of Texas In response to the non-participants’ challenge the debtor and the participating lenders argued that the transaction fell within the “open market purchase” exception to the pro rata requirement under the relevant credit agreement Although the term was not defined in the credit agreement finding that the transaction “clearly” fell within the unambiguous terms of the “open market purchase” exception the Fifth Circuit reversed the bankruptcy court and found that the non-pro rata uptier transaction conducted by Serta was impermissible under the terms of the applicable credit facility Central to the court’s decision was its rejection of the bankruptcy court’s finding that the transaction fell within the “open market purchase” exception the participating lenders argued that “an open market purchase means to acquire something for value in competition among private parties.” The Fifth Circuit rejected this argument finding that it relied on a “open purchase” concept rather than the term “open market purchase.” “the words ‘open market’ point to a specific ‘market,’ not merely a general context where private parties engage in noncoercive transactions with each other.” In other words but whether such a purchase took place on a market that was generally open to anyone.” The Court then held that an open market purchase occurs on the specific market for the product that is being purchased the relevant product is first-lien debt issued under the [Serta 2016 First Lien Credit Agreement] and the market for that product is the “secondary market” for syndicated loans open market purchase and thereby circumvent the sacred right of ratable treatment it should have purchased its loans on the secondary market because Serta chose “to privately engage individual lenders” outside the secondary market they lost the ability to rely on the “open market purchase” exception The dispute in Mitel was similar to the one in Serta: the company executed a non-pro rata uptier transaction that was challenged by non-participating lenders on the basis that it violated the pro rata sharing requirement in the credit agreement the New York Appellate Division – in a decision that was issued the same day as the decision of the Fifth Circuit in Serta – found that the transaction was permissible under the credit agreement the borrower and the participating lenders argued that the transaction fell within an exception to the pro rata requirement the exception language in the operative documents was much broader in scope and not limited to an “open market purchase” the relevant language provided that “[n]otwithstanding [the pro rata sharing requirement]” Mitel “may purchase by way of assignment and become an [a]ssignee with respect to the Terms Loans at any time and from time to time from Lenders” if certain conditions are satisfied The parties disputed whether the purchase of existing debt with newly issued priority debt effectuated through the uptier transaction was a “purchase” (which would be permitted under the documents) or a “refinancing” or “exchange”(which they argued would not) The non-participating lenders argued that the transaction involved an exchange of existing debt with newly issued priority debt The Appellate Division dismissed this argument finding that the concepts of “purchase,” “refinance,” and “exchange” are “not mutually exclusive.” The Court also noted that the “requirement of cash payment or prohibition on the use of debt as payment would not be consistent with the common understanding of the word ‘purchase.’” Judicial interpretation of these transactions is controversial and quickly evolving The Serta participating uptier lenders recently filed petitions for the entire Fifth Circuit to reconsider the three -judge panel’s decision as well as for reconsideration of the ruling and to certify the question of the meaning of “open market purchase” under New York law to the New York Court of Appeals for resolution. while some courts may disagree with the Fifth Circuit’s interpretation of “open market purchase,” the decision in Mitel demonstrates that agreements can be drafted to allow for non-pro rata uptier transactions through a broadly worded exception to the pro rata requirement borrowers and lenders alike may wish to consider adding a definition of “open market purchase” to their credit agreements or otherwise provide for clearly stated exception language. sophisticated parties will continue to fashion creative means to address any adverse rulings The use of “Serta blockers” and other LMEs is that this area of law and responses in credit documentation are going through a period of rapid evolution [1] Excluded Lenders v [2]Ocean Trails CLO VII v Subscribe To Viewpoints Review Cookie Management Center Epic savings with Serta's latest mattress deals The first Memorial Day mattress sales of 2025 are right around the corner here's one epic deal you can take advantage of right now Serta sale: 15% off @ SertaSerta is taking 15% off sitewide via coupon code "15OFFSLEEP" The sale includes popular beds like the iComfort mattress Enter the coupon code during the checkout stage to get the discount If you want the best mattress in Serta's line up It's designed to keep the warmest sleepers cool while simultaneously offering plenty of back support The base model features a Cold Touch Cover accompanied by cooling gel and cooling foam The cooling foam contours around your body to offer maximum support the gel helps promote airflow and keeps you cool at night the Serta Perfect Sleeper Pro is also a great bed It's also made with 100% naturally-derived latex foam and responsive coils Louis RamirezSocial Links NavigationAs deals editor-in-chief at Tom’s Guide Louis is constantly looking for ways to avoid paying full price for the latest gadgets With over 10 years of deals-hunting experience Louis price checks against multiple retailers and searches high and low for the best deals to bring readers He's also always on the look out for the best coupon codes to use when shopping Louis is also an avid swimmer and marathoner you will then be prompted to enter your display name If you’re looking for cooling comfort all night long there’s no need to travel up to the icy Arctic Take that ice cold feeling home with a great cooling set of sheets In this Serta Arctic Cooling sheets review I’m going to show you how these sheets will keep you cool Editor’s Note: Serta no longer sells the Arctic Cooling sheets. For other cooling options, check out our Best Cooling Sheets list. Or, if you’d prefer a set of TENCEL sheets, read our Helix TENCEL Sheets review If you’re a hot sleeper looking for an icy cool set of sheets then the Serta Arctic Cooling sheets are for you They’re made with a blend of cooling tencel Serta is a well known mattress brand known for beds like the Serta Arctic mattress which is a fantastic cooling mattress on its own there are sleep accessories to accommodate the beds I’m focusing on Serta’s Arctic Cooling sheets This is a common characteristic of the Tencel fabric the sheets are made from These sheets also feel very soft and silky smooth to the touch these sheets won’t feel as crisp as cotton can sometimes feel Serta formulated these sheets with a high quality triple blend of fabric: Tencel lyocell This is where the cooling power comes from and makes these a great option for hot sleepers: they will keep you cool and dry all night thanks to the combination of breathability and an ability to wick away moisture The fitted sheet has a thick elastic band and features deep pockets that can fit mattresses up to 18” tall mattresses typically range from 8” to 14” tall the fitted sheet is staying on no matter if you toss and turn These sheets feature a thread count of 400 so air will be able to flow through these sheets very easily RELATED: Best Thread Count for Sheets Be sure to check our chart below for up-to-date pricing information on the Serta Arctic Cooling Sheets let’s cover some very important considerations before clicking “check out!” The Serta Arctic sheets truly feel like you’re sleeping in the Arctic Circle And the materials used to make these sheets are made with cooling technology so overheating was not an issue while I was using these bed sheets RELATED: Best Cooling Sheets The Serta Arctic Cooling sheets have easy care instructions: they’re machine-washable Use non-chlorine bleach if you have a particularly stubborn stain you can warm iron these sheets if necessary While this isn’t listed as a hypoallergenic product Tencel is known to be a hypoallergenic material I should note that the presence of synthetic materials like polyester are not the best at fighting allergens in your sleep environment What does Serta include for this sheet set when you buy Serta sells this set sizes from twin all the way up to California king It should be noted that the twin and twin XL sets come with one pillow case and California king come with two pillowcases If you decide that the Serta Arctic sheets aren’t for you the good news is you have plenty of time to return them and you can make returns or exchanges during that time they come with a one-year limited warranty how do these cooling sheets compare to some popular sheets on the market It’s always good to have your options open Both the Serta Arctic Cooling sheets and the Sleep Number True Temp sheets are designed to keep you cool at night these sheets are made with different materials Cotton sheets have a tendency to feel crisp which is what the Sleep Number sheets feel like but Sleep Number’s sheets feature 37.5 active particle technology which will adapt to your body temperature and keep you cool Serta’s sheets just feature a blend of fabrics that are breathable while Sleep Number has a few more color options to choose from Read our full Sleep Number True Temp Sheets review Another unique set of sheets out on the market are the Purple SoftStretch sheets this product is very stretchy and is designed to stretch with you to help you feel maximum levels of comfort while you sleep The main difference between these sheets and the Serta Arctic sheets are the materials but Serta’s are made with Tencel Lyocell while Purple’s sheets are made with rayon But the addition of spandex makes the Purple sheets stretchy The Purple sheets are also designed to work best with the squishy grid found in the Purple mattress And you could dress a Serta Arctic mattress with the Arctic Cooling sheets to make the most out of the cooling memory foam mattress Read our full Purple SoftStretch Sheets review Let’s answer some frequently asked questions about the Serta Arctic Cooling sheets Many materials are great for keeping you cool while you sleep Some well known materials include cotton and bamboo The Serta Arctic Sheets are made with a material called Tencel lyocell which is another great material for sleeping cool If you’ve never heard of this material before it’s made from the wood pulp from eucalyptus plants and is a fairly eco-friendly material It is moisture-wicking and very breathable You have 120 days to try out your Serta sheets It’s worth noting that if you make an exchange during this time Serta mentions that this voids the 120-day trial Serta will pay for shipping on exchanges and returns Serta offers a one-year limited warranty on these sheets they should last you at least double that amount of time Tony is a staff writer at Mattress Clarity and the brand’s accessories expert he’s tested more than 150 different products – so if you have questions about weighted blankets Tony earned an M.A in Mass Communication from Texas State University and a B.A in English with a Creative Writing minor from Sam Houston State University he dove into the world of real estate investing as a digital marketing intern where his main priority was to update and create blog content Realizing the world of real estate investing was fascinating Tony began to realize he loved learning about multiple subjects Outside of the world of mattresses and mattress accessories Tony can be found walking the streets with friends or he’ll relax to any and all cooking and baking content the internet has to offer Mattress Clarity was founded in 2015 with one goal in mind: to simplify your mattress and sleep product purchase decisions with personally tested reviews Looking to buy a mattress or sleep accessories Learn more on our About Us page Subscribe to Notifications Zoned-support design and my experience with lying on it Compared with your average hybrid mattress, I think this bed has a lot more going on when it comes to something that helps mitigate chronic back pain which to me is a clear indication of the bed's enhanced design the average lifespan of a bed is between seven to 10 years in the case of the Serta Perfect Sleeper X Hybrid this bed should last most sleepers for several years to come Serta is one of the most reputable mattress companies and has been around for decades Before my job as an online mattress reviewer I actually slept on a Serta mattress for many years I tried it out in a store before I bought it which really helped my overall decision process Who knew after rolling on that bed in a local retailer nearly 10 years ago I’d be rolling on hundreds more for a living -- times flies when you’re sleeping on the job. Serta has created an entirely new fleet of mattresses From more basic all-foam beds to enhanced premium options like the Perfect Sleeper X Hybrid This is a more luxurious style of hybrid bed that should fit the bill nicely for memory foam lovers with more of an upscale bedroom setup I’ll discuss everything you need to know about this particular bed before you buy it Dillon Payne/CNETThis bed arrived at our space with completely free shipping and was actually fully sized All we had to do was tear away the packaging and the bed was ready for testing I noticed that this is indeed a more premium style of hybrid mattress Elements like its targeted Zoned-support design and the strikingly patterned cover definitely indicate that it’s a more luxurious offering I was surprised by how firm it was and how I thought it felt Watch me review the Serta Classic and the Serta Perfect Sleeper X mattress in this video I found this bed to have a dense memory foam feel I immediately thought the bed was pretty firm but it started to slowly soften up as my body nestled into the top memory foam comfort layers I definitely observed a slow-to-respond quality Dillon Payne/CNETWe have the Level 2 version of this bed in the Medium-Firm firmness profile and we’d consider it to be right in between a medium and a medium-firm on our scale This firmness level is most accommodating to support the needs of back If you’re more of a primary side sleeper looking for a pressure-relieving style of bed this version of the Perfect Sleeper X Hybrid might not be best for you it’s available in some other softer firmness levels that should help accommodate side sleepers a bit more For years, we’ve ranked mattress firmness from a subjective perspective, but we now have a machine called the Mattress Smasher 9000 that objectively tests how soft or firm a mattress is it gave the Serta Perfect Sleeper X Hybrid a score of 7.2 out of 10 -- pretty aligned with our current thoughts on the bed’s firmness Dillon Payne/CNETThis is a premium hybrid bed made with high-quality comfort elements It’s around 14 inches thick and made up of the following materials: Dillon Payne/CNETSerta Perfect Sleeper X mattress performanceMotion isolationSince this is a premium it naturally deadens cross-mattress motion quite well Memory foam is probably one of the best materials for absorbing motion so it’s easy to see why the Perfect Sleeper X Hybrid performs so great in this regard If you sleep with someone who’s an especially light sleeper I doubt you’ll be jostling them awake any time soon on this particular mattress you shouldn’t experience much of a roll-off sensation with the Serta Perfect Sleeper X Hybrid Dillon Payne/CNETWhile the Perfect Sleeper X Hybrid could work for a variety of sleeper types it’s not going to be the bed of everyone’s dreams Here's who we think will get the most out of this mattress This version of the Serta Perfect Sleeper X will likely work best for the support needs of primary back and stomach sleepers Combination sleepers who like to rotate around a night will also find the bed accommodating to their preferences If you’re a strict side sleeper who wants tons of cushion for your shoulders and hips this isn’t the best choice for that -- I’d consider one of the softer firmness profiles. Additionally, you should know you like memory foam beds before going with this mattress. If you want a mattress with a dense memory foam feel, similar to a Tempur-Pedic if you’re searching for something with a generally accommodating feel it could be worth looking into something more neutral instead The construction of this bed makes it best at supporting all body types If you’re an average-size person or even someone who’s on the smaller side but you could save more money by going the route of an all-foam bed Dillon Payne/CNETSerta backs its mattresses with some nice policies. Its beds ship to you for free, and once the bed is in your possession, you get a 120-night trial period to try it at home risk-free. If you happen not to like your Serta mattress within that time frame, you can return it for free. On the other hand, if you decide to keep it, you’re backed by a 10-year warranty. premium memory foam beds can get really expensive but if you’re working with a budget of around $2,000 and you want a dense memory foam mattress with a targeted hybrid construction that’s available in a few different comfort options Just be wary of that cooling cover that isn’t so -- it’s pretty much just an optical illusion. You might like the Serta Perfect Sleeper X Hybrid mattress if: Compared with your average hybrid mattress, I think this bed has a lot more going on when it comes to something that helps mitigate chronic back pain which to me is a clear indication of the bed's enhanced design Cleary Gottlieb partner Sean O’Neal was quoted in the article “Serta Debt Ruling Lobs ‘Grenade’ Into Restructuring Strategies,” published by Bloomberg Law The article discusses how the Serta opinion is a liability management ‘landmark’ decision as well as how majority lenders may look to other tools to maximize loan recovery To read the article, click here Connecting decision makers to a dynamic network of information Bloomberg quickly and accurately delivers business and financial information An appeals court opinion striking down an “uptier” debt transaction between Serta Simmons Bedding LLC and a group of lenders is changing the calculus of some liability management exercises and sending ripples through the secondary debt markets The US Court of Appeals for the Fifth Circuit’s interpretation of the contract language that governed the uptier transaction—which became ubiquitous after the 2008 financial crisis—now threatens the popularity of liability management exercises that don’t treat all existing lenders equally A three-judge panel held that Serta should have gone to the secondary market for syndicated loans instead of privately tapping individual existing lenders under an “open market purchase” provision of its debt contract “This is like a grenade dropping into almost everyone’s practice who does restructuring right now,” said University of Chicago Law School law professor Vincent Buccola The Fifth Circuit’s Serta decision will “materially alter” the liability management exercise landscape co-head of Proskauer Rose LLP’s restructuring group which provided Serta with a $200 million cash infusion and created a new tier of superpriority debt benefited a slim majority of the company’s lenders “The Fifth Circuit materially limited the LME tool box by striking down the ability to selectively roll-up existing debt for some but not all lenders in the same facility,” Hillman said The nonproportional debt exchange feature “is on its deathbed,” he said Hillman noted that other types of liability management exercises aren’t affected such as issuing new priming debt or a “drop down” of assets to an unrestricted subsidiary Serta said the ruling removed the company’s obligation to indemnify lenders and it tees up a contract dispute between certain creditors over the company’s 2020 debt refinancing “Serta Simmons Bedding’s business and its restructuring are unaffected by the Fifth Circuit’s decision and the Company continues business as usual,” it said Liability management deals with full or nearly full lender consent have sometimes been shaped by the threat of receiving inferior treatment The Fifth Circuit’s opinion may eliminate that threat “The whole kind of practice is being upended by this decision,” said Buccola whose academic writing was cited in the Fifth Circuit’s opinion While the decision comes from a circuit court in an important jurisdiction where many large bankruptcies are filed multiple attorneys noted that the opinion doesn’t bind other jurisdictions There is no clear trend emerging from other courts at this point a partner at Cleary Gottlieb Steen & Hamilton LLP “The decisions on liability management transactions continue to be fact specific the decision shows that at least some courts are willing to scrutinize contractual language and push back on majority lender actions.” By indicating that open market purchases must be available to all buyers and sellers the court has challenged the intended use of the provision as a gateway to liability management transactions through private deals Flagstar Bank’s senior vice president and associate general counsel Those involved in such deals will have to think twice before taking part in liability management transactions that use the open market purchase structure and end up subordinating some lenders “It certainly throws a wrench in the ability to make ‘open market purchases’ that are not transparent,” Filardi said Many credit agreements still include the “open market” exception so borrowers will have to find other workarounds to avoid litigation risk “This is a landmark decision in the world of liability management,” he said Loft also noted that the Fifth Circuit’s reversal of the part of Serta’s bankruptcy plan that provides indemnity for the participating lenders “is potentially very significant,” because those lenders now may bear the cost of litigation “That could make them think twice about sponsoring an aggressive LME,” Loft said The opinion “will have wide ranging and positive consequences for the vast majority of the syndicated loan market that contains these provisions,” according the nonprofit Creditor Rights Coalition which filed an amicus brief asking the Fifth Circuit to reject the uptier deal “The 5th Circuit’s decision hopefully puts the ‘nail-in-the-coffin’ for liability management transactions that rely on distorted interpretations of contractual language to undermine the fundamental notion that lenders be treated equally,” the group said 31 also ruled on the use of liability management maneuvers won approval from a New York state appeals court of a controversial 2022 debt exchange challenged by lenders left out of the deal While the New York court reached a different conclusion than the Serta court the contractual language in Mitel’s loan document doesn’t include the term “open market purchase” at issue in Serta co-director of the Altman-Paulson Initiative on Credit & Distressed Opportunities at NYU Stern and founder of the Creditor Rights Coalition The language in that credit document gave Mitel the flexibility to buy back its debt by individual agreement with a selling lender at any time Mitel’s loan document language is unusual and more closely resembles the type of language in the bond market where those types of transactions are less controversial To contact the reporters on this story: James Nani in New York at jnani@bloombergindustry.com; Alex Wolf in New York at awolf@bloomberglaw.com To contact the editors responsible for this story: Maria Chutchian at mchutchian@bloombergindustry.com; Rob Tricchinelli at rtricchinelli@bloombergindustry.com workflow tools and premium legal & business news Log in to keep reading or access research tools The New York Appellate Division’s decision comes at an interesting moment that found refuge in federal bankruptcy courts actually began their journey in litigation filed in New York Supreme Court. Like Serta many of these companies pivoted to chapter 11 only after a trial court denied motions to dismiss creating unsustainable uncertainty for them and their participating lenders (e.g. including chapter 11 cases filed after uptiers by Trimark USA Norton Rose Fulbright’s distressed debt advisory group regularly leads clients through complex high-stakes transactions by combing deep experience and top-ranked talent across industries and major jurisdictions worldwide to help clients execute sophisticated solutions aligned with strategic goals at every stage of a company’s financial lifecycle As the hospital industry eyes continued cuts to Medicare and Medicaid reimbursement dealt another blow in its ruling in Advocate Christ Medical Center et al The House of Representatives Financial Services Committee voted to advance draft legislation that would among other changes to administrative agencies abolish the PCAOB and move its operations and ambit to the SEC Te Board of Directors of Pemex approved the Guidelines for Mixed Development Schemes of the Public State Company Petróleos Mexicanos (Agreement CA-025/2025 published in the Federal Official Gazette (DOF) on April 29 Subscribe and stay up to date with the latest legal news Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas and other financial heavyweights that were excluded from an “uptier” debt transaction between Serta Simmons Bedding LLC and competing lenders won an appeals court battle to overturn the deal and it may be significant for the secondary debt markets The 2020 uptier deal that gave Serta a $200 million cash infusion wasn’t an allowed open market purchase a three-judge panel of the US Court of Appeals for the Fifth Circuit ruled on Tuesday The appeal has been closely followed by distressed debt investors and advisers because courts seldom rule on the efficacy of uptier transactions and other liability management deals which have become a more common fixture in corporate restructuring Similar debt deals have been used by other companies attempting to avoid bankruptcy while fights with disgruntled lenders have occasionally spilled into court The Serta transaction was backed by lenders including Eaton Vance While similar loan contracts since 2020 have included language to block such uptiers there are likely many still out there with open market purchase exceptions that allow borrowers to not treat all similarly situated lenders equally “Though every contract should be taken on its own today’s decision suggests that such exceptions will often not justify an uptier,” the opinion from Judge Andrew S Serta’s lenders that were excluded from the debt restructuring deal urged the Fifth Circuit during July oral arguments to reverse the Houston bankruptcy court ruling that approved the transaction Existing lenders that provided the $200 million cash infusion were then moved up in payout priority argued that the bankruptcy court was wrong to find that the transaction qualified as an “open market purchase” and therefore was exempt from a 2016 contract provision that said all the lenders must share proportionally in recovery The appeals court on Tuesday agreed with the excluded lenders Serta should have purchased its loans on the secondary market instead of privately tapping individual lenders outside of that market if it wanted an open market purchase The excluded lenders said they’re entitled to potentially “hundreds of millions of dollars,” equaling the delta that the included Former Houston bankruptcy judge David R. Jones’ June 2023 ruling in Serta’s Chapter 11 was the first time a court weighed in on the merits on “debt liability management deals.” Jones resigned in late 2023 and has been embroiled in scandal after revelations that he was in an undisclosed live-in relationship with a bankruptcy attorney whose firm often appeared before him in court The Fifth Circuit’s opinion comes as debt management deals that change repayment priority of existing loans have become increasingly common for businesses and lenders in the estimated $1.4 trillion market for syndicated commercial loans The appeals court vacated the US Bankruptcy Court for the Southern District of Texas’s decision rejecting the excluded lenders’ breach of contract counterclaims sending it back to the lower court for reconsideration The appeals court also reversed an element of Serta’s bankruptcy plan that indemnified the participating lenders against claims related to the uptier transaction—a deal potentially worth more than $1 billion one of the largest US bedding makers and distributors in North America filed for Chapter 11 in January 2023 with about $1.9 billion in debt The lenders who were shut out of the cash infusion deal had under their 2016 debt contracts governing $2.6 billion in loans previously held the same level of priority as those who were offered the deal they wouldn’t be repaid until the included lenders finished collecting what they were owed first Jones ruled an open markets purchase is “something obtained for value in competition among private parties.” Serta’s deal—in which the company purchased the loans back and the lenders reissued them—met that requirement Jones cited internal emails from the excluded lenders that conceded they were “outmaneuvered” in the deal and that the two lenders groups were played off against each other by Serta’s private equity sponsor at the time “Sophisticated financial titans engaged in a winner-take-all battle,” Jones said in his ruling The bankruptcy court opinion affirming the restructuring transaction was a win for Serta-style “uptier” exchange deals and allayed broader concerns that such transactions violated an implied covenant of good faith under New York contract law An attorney for the excluded lenders declined to comment The excluded lenders were represented by Paul The LCM lenders were represented by Holwell Shuster & Goldberg The prevailing lenders were represented by Gibson The case is Excluded Lenders v. Serta Simmons Bedding LLC —With assistance from Jonathan Randles To contact the reporter on this story: James Nani in New York at jnani@bloombergindustry.com To contact the editor responsible for this story: Maria Chutchian at mchutchian@bloombergindustry.com Federal appeals court swats down Serta Simmons’ 2020 debt deal The decision from the three-judge panel of the 5th U.S Circuit Court of Appeals could have ramifications that stretch beyond the mattress company’s business into how corporate financing deals are structured other than removing the indemnification clause Serta Simmons’ restructuring plan should remain in place Serta Simmons executives had no comment on the ruling In June, at the same time a bankruptcy judge approved the company’s reorganization plan, the court ruled in favor of a group of preferred lenders The bankruptcy resulted in Serta Simmons’ equity being held by a select group of lenders; other lenders farther down the list got less than the face value of the debt owed them by the company The appeals court found that the 2020 debt deal was “controversial,” but similar financing deals known as uptier transactions in lending circles have become more commonplace for distressed companies looking to leverage more debt Court documents show that Serta Simmons had $2.4 billion in loans before the 2020 debt was secured The court said SSB opted to choose its lenders through private means instead of on the “open market.” Signup for your daily digest of industry news and trends Furniture Today is the complete information source for the furniture industry featuring retailer and manufacturing news Sign up to get exclusive industry information delivered to your inbox Serta Simmons Bedding completes Beautyrest brand portfolio Serta Simmons Bedding (photo courtesy of SSB) “These two new collections really complete the Beautyrest portfolio,” said Rolf Sannes our value price collection (and an introductory product to the Beautyrest portfolio) delivering on our value proposition of individualized support and motion separation for a great night’s sleep at every price point.” With 875-density Pocketed Coil technology and ActiveResponse memory foam the Beautyrest collection is offered on two levels: Level 1 with four handles and antimicrobial quilting and Level 2 with that as well as SurfaceTouch Gel memory foam (in quilt) and InfiniCool technology which sits above Beautyrest and below Beautyrest Black InfiniCool or InfiniCool MAX cooling technology ActiveResponse memory foams and Conforming World Class Relief HD foam (in level three and four mattresses) level four mattresses feature twice the SurfaceTouch Gel Memory Foam The level four Medium Hybrid also features the company’s patent-pending Apex Top Design offering an additional 3 inches of premium memory foam with a high-density foam perimeter encasement for enhanced edge support Suggested pricing starts at $1,399 for Level 3 and $1,699 for Level 4 and the company is celebrating with a Roaring ’20s themed party at the market Beautyrest is also providing dealers with 100th anniversary in-store materials and incorporating the milestone into its TV advertising campaign Also new at the Vegas market is an adjustable line of bases called Baselogic The line supports the Beautyrest brand and the Serta brand Serta Simmons also is celebrating 25 years of its Serta Counting Sheep mascot this year it is launching a targeted visibility campaign to run over key holidays as well as national and evergreen retail promotions offering consumers extra savings in honor of the Counting Sheep birthday is pleased to announce a strategic partnership with Serta Simmons Bedding 2024 /PRNewswire-PRWeb/ -- The Advertising Checking Bureau a leading solutions provider of consumer rebate and sales incentives services is pleased to announce a strategic partnership with Serta Simmons Bedding (SSB) one of the world's leading sleep companies The partnership between the two organizations is designed to revolutionize and optimize the Serta Simmons Bedding existing Spiff Program which rewards SSB Retail Sales Associates (RSAs) for selling eligible products to consumers at retail store locations both in terms of participant adoption and satisfaction "We look forward to ACB's continued guidance and expertise as we look for new ways to transform and elevate our program," said Chris Geruso Sales Activation & Pricing Analytics at Serta Simmons Bedding "Serta Simmons is pleased to partner with ACB on our SSB Rewards Program," said Chris Geruso "ACB has managed a smooth transition of our program from our previous supplier ensuring satisfaction for our RSA participants We look forward to ACB's continued guidance and expertise as we look for new ways to transform and elevate our program." "We are honored that Serta Simmons has entrusted ACB to manage the SSB Rewards Program on their behalf," said Charlie Farah Vice President of Business Development at ACB our top priority will focus on their success and the ongoing support of SSB's RSA program participants." The ACB solution includes an online program resource that offers configurable processes This partnership marks the beginning of a collaborative effort between SSB and ACB to find innovative new ways to reward and interact with RSAs meaningful relationships with all program participants all SSB RSAs are invited to participate and provide their feedback to ensure the best experience possible To learn more about the SSB Rewards Program, RSAs can register here: SSB Rewards ACB is headquartered in New York City with client service offices in Memphis, TN and Tempe, AZ. For additional information, Contact ACB Learn more at www.acbcoop.com Veronica Portelli, The Advertising Checking Bureau, Inc., 1 7328561354, [email protected] Do not sell or share my personal information: The bedding company has partnered with Team Whistle on an episode of “No Days Off” that arrives amid a critical period for business the fourth person in less than a year to hold the position Team Whistle’s “No Days Off” series profiles notable athletes whose motivation and drive have fueled their success The upcoming episode with Serta profiles Leroux and the work she puts in both on and off the field from running high intensity training sessions to taking care of her children The episode highlights how quality rest plays out in the soccer star’s performance “No Days Off” has accumulated 7.1 billion lifetime global views Additional short-form social segments are running across other platforms In “Science of Sleeping Like a Pro,” Leroux assumes the role of a sleep scientist and lists a variety of facts about the science behind sleeping while promoting Serta’s iComfort Pro A large presence on social could help Serta reach younger consumers as they begin to establish a preference for home essentials like mattresses the move helps the company strengthen its focus on “always-on” social content As Serta emerged from Chapter 11 last summer, the company said that it was building a turnaround strategy based around four pillars: product innovation Chapter 11 allowed the company to reduce its funded debt from about $1.9 billion to about $315 million With global ad spending set to surpass $1 trillion marketers must navigate myriad challenges, including an uncertain regulatory landscape, with finesse These breakthrough strategies propped up brand results serving as examples for marketing leaders feeling the pressure to do more with less Jim Loree is the fourth person in less than a year to hold the company’s top spot Loree is coming into an executive role that has seen substantial change within the past year Last June, Serta Simmons Bedding emerged from Chapter 11. About a month later, then-CEO Shelley Huff exited after two years with the company and Charlie Eitel was named chief executive Eitel was a board member and the former chairman and CEO of Simmons Bedding “Charlie is an experienced industry leader with deep retailer and supplier relationships and an appreciation for the competitive environment,” Genender said at the time of the appointment going on to state that the company’s board was “confident” that Eitel was the correct leader for the role That enthusiasm was short-lived. Three months after Eitel took the top role he resigned Genender said Serta Simmons Bedding relaunched “a large portion” of its product portfolio improved operating metrics and “enhanced critical retail relationships.” Genender said the company is regaining market share as a result In the past year, the company has also named a new chief marketing officer and a chief operations officer The company’s bankruptcy allowed it to reduce its debt from about $1.9 billion to around $315 million Serta Simmons Bedding moved to invest in the business amid a turnaround that is based on product innovation brand positioning and marketing investments Serta Simmons Bedding is one of the largest bedding manufacturers in North America GE alum Cesar Perez will take the mattress manufacturer’s financial reins only a few days after its newly-appointed CEO Perez served as VP of finance for industrials for aerospace and aviation manufacturing firm Woodward Inc he logged a five-year tenure as CFO for global appliance brand Electrolux and his past experiences also include a variety of executive roles during his 11-year stint at General Electric coupled with his extensive operational and finance experience will be critical in strengthening our organization driving profitable growth and increasing free cash flow,” CEO Loree said in a statement included in the press release Serta received $200 million in 2020 from a group of lenders to help it remain in business with the terms of the funding stating those lenders would be the first to be repaid should the company fail arguing that the terms violated their lending agreements with the mattress manufacturer Its Chapter 11 filing allowed Serta to reduce its funded debt to about $315 million from $1.9 billion which also enabled it to cut its annual cash interest expense by more than $100 million The reductions freed up more resources for the mattress manufacturer which announced a turnaround plan focused on new products While Serta has taken several steps toward executing its turnaround plans — it announced two new mattress collections this May — it has also faced turmoil in its executive leadership team naming four CEOs in a little less than a year Former CEO Shelley Huff left approximately a month after the restructuring, with company veteran Charlie Eitel appointed in Huff’s stead only to resign three months after he took the role Serta appointed Mark Genender to serve as interim CEO until Loree was tapped for the seat two weeks ago In the midst of its restructuring, Serta has made numerous other changes to its top leadership team, including reconstituting its board and appointing new operations and marketing leaders Both Perez and newly-appointed CEO Loree will assume their respective roles at a time when Serta is not only looking to successfully manage its turnaround strategy but is facing challenges in the broader mattress industry The global mattress market is expected to grow by $30.6 billion between 2024 and 2028 amid a surge in demand for high-quality products research firm Technavio reported last month Regulators have been keeping an eye on competition in the growing space. Last week, the Federal Trade Commission voted to block a $4 billion merger between Serta competitor Tempur-Sealy and Mattress Firm claiming such a deal would hamstring competition and lead to higher prices for consumers Serta declined to comment beyond the statements included in its Monday press release scheduled to assess monetary policy during a March 18-19 meeting will likely zero in on a jump in long-term inflation expectations Five years after the COVID-19 pandemic amplified remote work’s possibilities worker bees aren't the only ones resisting the return-to-office call — Recommendations are independently chosen by our editors Purchases you make through our links may earn us and our publishing partners a commission ➤More Serta discounts: Save 65% on the Serta Ortho Cuddler Bolster Pet Bed Why do shoppers like the Serta dog bed?One of the absolute top-rated features of the Serta Quilted Couch Pet Bed is that it has a machine washable cover that can be zipped off and tossed in the washing machine for easy cleaning Other features shoppers highlight include the sturdy construction More: Let Chewy be your one-stop shop for all the best Cyber Monday pet deals More: The new Wayfair Rewards membership unlocks special perks for just $29 Shop all pet deals at Wayfair Prices were accurate at the time this article was published but may change over time Our rigorous tests cut through the hype and zero in on the top innerspring A mattress company may claim to have the “best” or “most comfortable” bed on the market, but the key to finding the right mattress for your specific needs is focusing on what works best for your sleep position and body type That’s because comfort differs greatly from individual to individual Instead of getting bogged down in marketing-speak during your mattress search allow our lab testing and surveys of actual mattress owners to show you the way and adjustable air—for features and specifications so that you have the information you need to choose the right one We also retested two of Avocado’s top sellers the Avocado Green and the Avocado Green pillowtop After seven years at the top of CR’s ratings the Avocado Green has fallen from its top spot our latest assessment of the redesigned mattress found it to be softer than the original (now a 5 on our firmness scale vs says side sleepers will see the biggest difference in support but not to the same degree as side support For detailed results of the other mattresses we tested, consult our comprehensive mattress ratings featuring more than 250 models. To learn more about how to shop for a mattress, check out our mattress buying guide and mattress selector Innerspring mattresses are composed of steel coils topped with layers of cushioning made with fiber-filled padding They’re typically better than foam mattresses if you prefer a bit of bounce Foam mattresses consist entirely of foam layers Latex foam mattresses have a somewhat springy feel to them; synthetic foam mattresses (memory foam in particular) tend to lack resilience You’ll feel as if you’re sleeping “in” the mattress as opposed to on top of it each of you can select a preferred firmness Just note that these nice-to-haves often come with an inflated price There are more than 250 mattresses in our ratings each with an Overall Score that’s determined by the model’s performance on a range of tests: sleeper support To test stability (also known as motion isolation) we drop a 38.5-pound weight onto the mattress and measure the vibrations at the point of impact and across the mattress This tells us how easily sleepers should be able to shift their weight without disturbing a partner We also test how well the mattress keeps its shape over time by using a machine that moves a 300-plus-pound wood roller across the surface 30,000 times The ratings for mattress comfort and owner satisfaction included in the Overall Score are based on data from survey results on almost 67,000 mattresses. To learn more about how we test and rate mattresses, and how to choose the right one for you, check our mattress buying guide We also recently started examining a mattress’s impact on the environment and health, taking into account a range of factors, including materials and construction, durability, owner satisfaction, and shipping footprint. Our Green Choice recommendations are designated with a green leaf icon in our comprehensive mattress ratings Use our mattress selector to find a bed for your specific needs It can be difficult to find the best mattress for a particular person because comfort and feel are so subjective we recommend that you lie on a mattress before committing CR’s engineers and survey teams assess every mattress that comes into CR’s labs for several objective criteria that can define a high-quality mattress or provide less support after just a few years so we highlight those that score well in our durability test Stability: We look for mattresses with high stability scores so your partner’s movement on one side of the mattress won’t jostle you awake on the opposite side Feedback on CR’s member surveys: Our member survey ratings cover thousands of mattresses purchased in the past decade allowing us to collect the data needed to determine comfort and owner satisfaction scores according to brand cool and perfect for back pain — save 15% on the Serta Sleeptrue 11" Hybrid mattress this Cyber Monday bringing the price to just $509.15 (was $599). Our best mattress picks of the year come with exceptional comfort but rarely do we see a top-performing king size mattress drop this low in price. The Serta combines a custom Support Coil System with cooling gel memory for a comfortable night's sleep This memory foam is structured into 3 zoned areas for maximum back support making it a great choice for sleepers with back pain It isn't discounted on the manufacturer's website at the moment and is $539.10 at Best Buy you're unlikely to find another king size mattress for such a low price. Benefits: Free shipping | 100-night trial | 10-year limited warranty Eve DaviesSleep Staff WriterEve is a PPA-accredited journalist with an MA in Magazine Journalism from Cardiff University She is a Sleep Staff Writer at Tom’s Guide and has four years’ experience writing health features and news She is particularly interested in the relationship between good sleep and overall health At Tom’s Guide Eve is responsible for coverage and reviews of sleep tech and is our smart and cooling mattress specialist focussing on brands such as Eight Sleep and Sleep Number seeks out the best deals to produce tried-and-tested buyer's guides for sleep accessories and enjoys writing in-depth features about sleep health She has been involved in rigorous testing procedures for mattress reviews in our Sleep Studio and has interviewed experts including sleep doctors and psychologists Eve enjoys writing about health and fitness Serta Simmons Bedding (SSB), LLC, one of the world’s leading sleep companies is introducing the Serta® Perfect Sleeper X™ and iComfort Pro™ mattress lines at the upcoming Summer Las Vegas Market Serta Perfect Sleeper X and Serta iComfort Pro builds on the successful Serta mattress launches of the first half of 2024, including Serta iComfort® and Serta Classic®. “We are so excited for our retail partners to see the new Serta Perfect Sleeper X and Serta iComfort Pro,” said Anne Edwards “Serta Perfect Sleeper has tremendous brand equity – consumers love the product and we are thrilled to offer a differentiated premium product to complement the already successful Perfect Sleeper collections we are bringing truly differentiated all-foam product to market evolving the iComfort line and offering premium True Response™ natural latex foam for more responsive comfort.” is available in both quilted and smooth hybrid offering Xtraordinary Sleep and Xtra Features and Benefits The collection includes five Smooth Hybrid models and Medium Firm and Plush in Level Two (which features micro coils for additional comfort) Suggested pricing starts at $1499 (Queen Firm Level One) up to $1999 (Queen Medium Firm and Plush Level Two). The collection also includes eight Quilted Hybrid models and Medium to Firm Pillow Top in Level Two (which features micro coils for additional comfort) Suggested pricing starts at $1299 (Queen Firm Level One) up to $1999 (Queen Medium Plush Pillowtop or Firm Pillowtop Level Two). an extension of the iComfort collection originally announced at Winter Las Vegas Market. iComfort Pro offers Serta’s 5 ZoneResponse™ design for improved spinal alignment and all-new True Response™ latex foam (a premium grade foam derived from 100% natural latex) which offers a truly responsive feel for instant comfort. The collection is offered in a Quilted all-foam construction and features eight models across three levels each with increasing amounts of True Response™ latex foam for a more premium comfort experience with suggested pricing ranging from $1999 (Level One Queen Extra Firm) up to $4999 (Level Three Queen Plush Pillowtop). iComfort Pro joins a powerful new-product pipeline of Serta launches executed over the first half of 2024 Leveraging the Serta Sheep to launch new lines and communicate functional benefits Serta is leveraging the most distinctive asset in the category to connect with consumers while highlighting the functional benefits of these new lines. The newly edited spots highlight the sheep holding up the five support zones of the mattress providing “Zoned Comfort that always has your back™.” These assets will run across digital channels in Q3/Q4 including Online Video Social and Search to drive consideration and conversion for the brand. “We are pleased at the response to our reinvigorated product line,” said Tim Oakhill “Our collections were built on a foundation of thoughtful research and insights They’re supported with powerful advertising campaigns and we look forward to Summer Last Vegas Market and continued success in 2024.” Read more on the upcoming summer Las Vegas Markets: Kingsdown to Introduce New K2 Latex Line At Las Vegas Summer Market Per Retailer Request The Business Journal for the Sleep Products Industry bedtimesmagazine.com © 2001-2025 International Sleep Products Association Privacy Policy We may request cookies to be set on your device We use cookies to let us know when you visit our websites and to customize your relationship with our website Click on the different category headings to find out more You can also change some of your preferences Note that blocking some types of cookies may impact your experience on our websites and the services we are able to offer These cookies are strictly necessary to provide you with services available through our website and to use some of its features Because these cookies are strictly necessary to deliver the website refusing them will have impact how our site functions You always can block or delete cookies by changing your browser settings and force blocking all cookies on this website But this will always prompt you to accept/refuse cookies when revisiting our site We fully respect if you want to refuse cookies but to avoid asking you again and again kindly allow us to store a cookie for that You are free to opt out any time or opt in for other cookies to get a better experience If you refuse cookies we will remove all set cookies in our domain We provide you with a list of stored cookies on your computer in our domain so you can check what we stored Due to security reasons we are not able to show or modify cookies from other domains You can check these in your browser security settings We also use different external services like Google Webfonts Since these providers may collect personal data like your IP address we allow you to block them here Please be aware that this might heavily reduce the functionality and appearance of our site Changes will take effect once you reload the page You can read about our cookies and privacy settings in detail on our Privacy Policy Page Beautyrest and more popular mattress brands plus a free adjustable base on qualifying orders we've highlighted the best deals and discounts available at Mattress Firm for a limited time only Shop the Mattress Firm Semi-Annual sale ➤Get a free adjustable base with $599+ queen mattress purchases or $699+ king mattress purchases Mattress Firm prides itself on match customers with the perfect mattress. The retailer offers a 120-Night Sleep Trial where shoppers can take their new mattress home and sleep on it for 120 nights Mattress Firm will pick it up and pair you with a new one UNITED STATES - An exterior view of a Kohl's department store at the Monroe Marketplace Shopping CenterPaul Weaver/SOPA Images/LightRocket via Getty Images 2025Parade aims to feature only the best products and services this $140 bedding essential is the perfect purchase for this time of year It features five adjustable warmth levels and an ultra-soft and plush top fabric It's compatible with smart home outlets and automatic timers and has an auto shut-off feature for safety and convenience The machine-washable mattress pad fits most mattresses up to 18 inches thick and comes with a five-year limited warranty and both heats up and cools down quickly if you get too warm." "Sleep cozy and warm," one shopper wrote especially when it's cold outside." "This is my very best purchase in years Far better than a heated blanket and much better than a heating pad Great quality!" Another shopper noted the mattress pad had "great heat," commenting Embrace warmth with the soft $28 Serta Cotton Rich Heated Mattress Pad at Kohl's Prices are accurate and items in stock at time of publishing were less prone to creditor-on-creditor violence last year aggressive LMEs have persisted and recently even skirted legal roadblocks while Europe's first aggressive LMEs are now being tested in court The U.S. Fifth Circuit Court of Appeals' decision at year-end reversing a lower court's approval of Serta Simmons Bedding's "up-tier" LME was anticipated to reinforce a market trend away from transactions favoring a majority of lenders and pitting creditors against each other it appears to have prompted borrowers to consider other options An aggressive LME by primary-care Better Health Group was about to reach fruition when the appeals court's decision arrived prompting the Kinderhook Industries-backed company to flip to a different structure to avoid ramifications from the Serta decision "If advisors to the sponsor community wanted to send a clear message as to whether or not they would be cowed by the Fifth Circuit's Serta Simmons decision into slowing the liability management train or at least offering minority lender better economics—it can't get any more crystal than the change in tact in Better Health," according to 9fin a provider of debt-focused data and analytics Their message clearly was 'no,' and a month later Oregon Tool and a majority of its lenders also adopted the "extend and exchange" structure pioneered by Better Health indicating that non-pro rata LMEs are continuing is entering its third year of aggressive LMEs European courts and a more tightly knit lending community have tended to promulgate more consensual debt restructurings One of the potentially first non-pro rata LMEs told secured and unsecured lenders a year ago they would have to accept a lower value for their bonds but they quickly banded together in a cooperation agreement consensual restructuring that significantly reduced its debt and extended its maturities in return for providing creditors with equity stakes have resulted in disgruntled lenders pursuing litigation Luxembourg-based packaging producer Ardagh Group announced entering into new senior secured loan facilities provided by Apollo Capital Management a key promoter of aggressive LMEs in the U.S. The drop-down LME provided Apollo with all of the company's collateral and allowed it to collect Ardagh's existing notes and swap them for new debt and earlier in March hedge funds Arini and Canyon Partners filed suit in New York alleging that Ardagh Group's restructuring siphoned value away from creditors the New York courts became the venue for more LME-related litigation involving Hunkemoller Three hedge funds alleged that the Dutch lingerie specialist and its creditor violated their rights in an up-tier exchange could impact the extent to which aggressive LMEs take hold in Europe a senior credit officer at Moody's Ratings said plaintiffs in the Hunkemoller suit allege in one argument that the company violated the payment-for-consents bond covenant investor-friendly language that no longer exists in most bond documents today but did in the defendant's "Our interpretation is that minority noteholders probably should be protected although we can't say what the court will ultimately decide," Pence said The Fifth Circuit's year-end Serta Simmons decision said that borrower's loan documentation provided an exemption to pro-rata lender treatment by repurchasing the loans in the open Serta repurchased the loans in a private transaction that was not a stipulated exemption "By transacting with the participating lenders on a private basis in a way that was not open to all sellers of the old loans Serta avoided the secondary market altogether and violated the excluded lenders' right to ratable repayment," said law firm Chapman and Cutler "The Fifth Circuit's decision provides minority lenders with more support to challenge liability management transactions to the extent they rely on 'open markets' language to offer senior debt on a non-pro rata basis." law firm Davis Polk and investment-bank Houlihan Lokey replaced the LME's Serta Simmons structure with an "extend and exchange" strategy It extends the maturity date of the debt held by the steering to create a new class of debt the borrower is arguably not subject to the pro-rata sharing provision covenant head of liability management for Octus a provider of credit information and analysis said that holdouts in the Better Health restructuring recently retained law firm Selendy Gay "So maybe we'll get a resolution on the permissibility of the extend and exchange maneuver sooner than later," Bulaon said He added that another court decision December 31 for Mitel Networks potentially provides a third way for borrowers to pursue non-pro rata exchanges Mitel's loan documentation prohibited non-pro rata treatment of lenders except in connection with certain permitted loan purchases which unlike the Serta Simmons open-market exception did not include a requirement to purchase loans in the open market managing director at S&P Global Ratings said he anticipates non-pro rata LMEs adopting double dip peri-plus or other structures to transfer collateral to the benefit of majority lenders the success of minority lenders in recent litigation could temper the so-called creditor-on-creditor violence even though there's a lot of room for improvement it would still be positive for the overall market," he said a now defunct student loan debt relief provider to pay $43 million in restitution and fees bucking the trend of cases brought by the Biden administration-era Consumer Financial Protection Bureau being dropped Esoteric ABS NYSERDA issues $59.7 million from solar and energy improvement loans The transaction will issue about 10 classes of notes composed of one term bond and nine serial bonds Federal Reserve Bond traders swing to Powell's side as Trump calls for rate cuts The pace of hiring drove traders to dial back rate-cut bets that had steadily mounted as Trump's trade war unleashed havoc in financial markets and sowed fears of a US recession MORE FROM ASSET SECURITIZATION REPORT Student loans CFPB wins rare judgement over student loan debt relief firm A federal judge has ordered FDATR Auto ABS Exeter Select raises $336.7 million from subprime pool Indexed to the one-month yields are expected to range from 4.60% on the A1+ rated CDFIs Trump budget suggests eliminating some CDFI awards President Donald Trump's proposed budget would nix funding for Community Development Financial Institutions in minority-heavy areas while expanding it for rural areas public housing and elderly and disability housing Securitization PK ALIFT raises $728 million in aircraft and engine loans The rating agency said 82 of the 114 loans representing 76.4% of the portfolio's value While Judge Goldblatt did not expressly decline to approve the proposed DIP loan facility and non-pro rata roll-up he did state that he would require that any DIP approval order preserve the rights of excluded term loan lenders to bring a suit against the participating term loan lenders for potential breach of the prepetition credit agreement as a result of the non-pro rata roll-up the DIP lenders and the Debtor agreed to strip the proposed roll-up feature from their DIP facility Judge Goldblatt’s recognition of the potential tension between non pro-rata roll-ups and credit agreement protections that apply to or for the benefit of all lenders has implications for lenders negotiating for heightened protections amidst frequent out-of-court liability management transactions and DIP financings These protections should include limitations on non-pro rata roll ups that are increasingly seen in DIP financing facilities is intended to prevent this sort of exit consent amendment from being executed by requiring that all affected lenders consent to any amendment that would subordinate liens or claims to other indebtedness not otherwise permitted under the applicable credit agreement The Serta blocker included in the American Tire credit agreement featured a carve out to permit an out-of-court uptier transaction if the transaction was offered to all affected lenders on a pro rata basis The Serta blocker in the American Tire credit agreement further provided that this pro rata offer requirement did not apply in connection with “any “debtor-in-possession” facility (or similar financing under applicable law)” the Debtor’s minority lenders were not under the express terms of the credit agreement protected fully from a non-pro rata up-tiering transaction particularly in the context of a DIP financing Fortunately for the Debtor’s minority lenders the credit agreement’s pro rata payments provision did not include a carve out for any non-pro rata roll-up of term loan claims pursuant to a DIP facility Judge Goldblatt’s indication that he believed the minority lenders might ultimately prevail in a litigation challenging the non-pro rata roll up as a violation of the requirement that payments be pro rata was enough to cause the Debtor and participating DIP lenders to abandon the proposed roll-up in the final DIP approval order Judge Goldblatt’s views as to the merits of the minority lender’s potential claims regarding the proposed non-pro rata roll-up are non-precedential Arguments like those advanced by the majority lenders in American Tire in support of the non-pro rata DIP roll-up may be found persuasive by another judge if tested in connection with a different credit agreement non-participating lenders subordinated not just to new cash provided under a DIP financing but to the non-pro rata roll-up of prepetition term loans held by participating DIP lenders lenders should focus on tightening Serta carve-outs to exclude debtor-in-possession financing facilities that feature non-pro rata roll-ups or otherwise expressly require that any priming DIP financing allowed under a Serta carve-out (with or without a roll-up) require pro rata participation rights [1] Case No [2] See Justin Forlenza Special Feature: Liability Management Wack-a-Mole [3] Other transactions that have given rise to eponymous “blockers” include Chewy other protections seek to limit or eliminate borrower and guarantor flexibility with respect to investments or other transactions with unrestricted subsidiaries or non-guarantor restricted subsidiaries [4] Whether the Serta exchange transaction was a valid “open market purchase” under the Serta credit agreement is currently under consideration by the United States Court of Appeals for the Fifth Circuit [5] See 3 Collier on Bankruptcy ¶ 364.06 (Richard Levin & Henry J Jeremy HeallenPublic Relations Senior Managermediarelations@Hunton.com Mattress manufacturer Serta Simmons Bedding and online mattress company Tuft & Needle recently announced they will be merging their two companies The decision comes after the reported financial woes of Mattress Firm one of the leading retailers of Serta Simmons mattresses Serta Simmons hopes this merger can help secure them a strong foothold in the ever-growing online mattress market This deal marks Serta Simmons Bedding’s second foray into the online mattress sphere. In June of 2017, the company launched Tomorrow Sleep After the release of its Tomorrow Sleep line the company continued to rely on sales at brick-and-mortar stores such as Mattress Firm Following a 2017 split between Mattress Firm and major supplier Tempur Sealy Serta Simmons began producing even more mattresses for the brick and mortar retailer RELATED: Tomorrow Sleep Mattress Review Kristi Blokhin/Shutterstock However, it was recently announced that Mattress Firm is closing hundreds of its stores. The company is nearing financial insolvency and could be considering bankruptcy It is unclear whether or not the merger between Serta Simmons and Tuft & Needle is a direct reaction to Mattress Firm’s financial situation but Serta Simmons CEO Michael Traub said he hopes this merger can help the company compete in the growing bed-in-a-box market In a release “This merger will greatly accelerate our growth and innovation in the direct-to-consumer segment and significantly enhance our e-commerce capabilities.” The merger is expected to be made official within 60 days While their bed-in-a-box company will remain independent as a brand they will be adding their online bedding expertise to Serta Simmons RELATED: Tuft & Needle Mattress Review Tuft & Needle Co-founders Marino and Park “We started Tuft & Needle because we saw a clear opportunity for the mattress industry to put the customer at the center of everything it does,” Marino said we look forward to fully leveraging each organization’s strengths and accelerating our trajectory together towards the vision of being recognized as the global leader in sleep.” Traub also believes this customer-centric business model will be a great addition to the well-established Serta Simmons brand “Tuft & Needle is the original disruptor in the direct-to-consumer mattress industry and is a rare example of an economically healthy He continued by saying: “Combining SSB’s nearly 150-year legacy and leadership in product innovation with Tuft & Needle’s expertise in delivering a best-in-class consumer experience… we have a clear path to transform the consumer experience at scale as well as the future of the industry.” Marten has been writing about mattresses and sleep health for six years He is the lead reviewer at Mattress Clarity where he tests mattresses Marten’s reviewed over 500 mattresses and 150 sleep accessories (so you can rest assured that if he recommends a product it’s been put through the wringer in our Austin studio) he has written more than 400 articles reviewing the quality of sleep and sleep products as well as sleep health He’s especially interested in the correlation between sleep and mental health Marten’s also got a personal stake in sleep health After writing dozens of pieces on the dangers of sleep apnea he decided to get tested for the condition he immediately started using a CPAP machine He knows all too well the importance of a healthy night’s sleep and is passionate about helping others get the healthy He received his bachelor’s degree in Film Production from Denison University and his master’s degree in Film Studies from Emory University Beautyrest and more premium mattress brands Shop the Mattress Firm Presidents Day sale 💤 Get a free adjustable base with $499+ queen mattress purchases or $599+ king mattress purchases What is Mattress Firm's 120-Night Sleep Trial?Mattress Firm prides itself on match customers with the perfect mattress. The retailer offers a 120-Night Sleep Trial where shoppers can take their new mattress home and sleep on it for 120 nights 🛌 More: Tuft & Needle's most popular mattress is on sale for less than $720 Get a huge 66% off the Serta Perfect Sleeper Charlotte Euro Top mattress at Mattress Firm now which is a fantastic price for a luxury bed This mattress is exclusive to Mattress Firm and provides fabulous support with its 825-coil density system and 3-zone comfort. Designed to accommodate all sleep positions like this year's best mattresses this Serta bed boasts strong motion isolation making it a solid choice for sleepers who toss and turn throughout the night It's also breathable with a PillowSoft Aire foam layer that promotes airflow with its gently rippling foam If you buy direct from Serta, you'll be looking at over $1,000 for a queen in its Presidents' Day mattress sale which is why we think this sale from Mattress Firm is well worth taking advantage Let's take a closer look at what the Serta Perfect Sleeper mattress can offer.. Price history: The Serta mattress was originally priced at $1,199.99 for a queen The saving is even bigger if you opt for a twin size The 66% discount applies to all other sizes This is a huge sale and one worth taking advantage of as we're unsure how long it'll last Benefits: 120-night trial | free delivery | 10-year limited warranty and we expect the hybrid to be just as impressive It's covered by some of the best benefits in the business including a 365-night trial forever warranty and free shipping and returns Since attaining his journalism degree at the University of Gloucestershire Jack has built up eight years of experience in writing and content creation he is responsible for reporting on the latest deals and sales on mattresses Jack is fascinated by the link between sleep and mental health He’s especially interested in exploring how technology from brands like Sleep Number and Eight Sleep can improve sleep and general wellbeing His other interests include live music and gaming subjects about which he has penned thousands of words Essential digital access to quality FT journalism on any device Complete digital access to quality FT journalism with expert analysis from industry leaders Complete digital access to quality analysis and expert insights complemented with our award-winning Weekend Print edition Terms & Conditions apply Discover all the plans currently available in your country See why over a million readers pay to read the Financial Times Our expert deal-hunting staff showcases the best price drops and discounts from reputable sellers daily Keep in mind that these discounts last until March 25 so acting fast is a great way to get your top pick The sale also includes discounts of up to $300 on the Serta Motion Renew adjustable base which brings a Twin XL base down to just $999 Keep in mind that some sizes and products might be out of stock Looking for a new mattress but not sure if these deals are for you? We've compiled a list of the best mattress deals so you can find what works for you A high-quality mattress can promote a better night's sleep and assist with better health outcomes but Serta's Spring Sale knocks off up to $725 on multiple high-quality mattresses so you can get a better night's sleep These discounts make now a great time to upgrade your mattress or base One way to make sure your mattress is firm enough is by pressing your hand into it A firm mattress springs back to its original shape quickly “If the mattress conforms to the shape of your hand it likely is too soft for your baby,” says Dr Mattresses cores are often made of foam or coil springs Foam is usually lighter and more affordable but some parents decide against foam due to concerns of chemicals used to make it Coil spring mattresses are often heavier and more expensive but they tend to be more durable and long-lasting Ferry says to “avoid the temptation to purchase memory foam mattresses or mattress toppers for your infant as these softer surfaces can increase suffocation risk.” meaning they are firm on one side for an infant and slightly softer on the other side for a toddler This certainly gives you more mileage from the mattress but many parents report that their toddlers remain content sleeping on firm mattresses for years For several years now, excitement has been building around retail media and what it will unlock: new revenue streams for retailers high-intent audiences and closed-loop attribution for advertisers The short answer is yes. The longer answer is, yes, in cases where the retail media network’s capabilities are well-matched to the advertiser’s needs. One such case was a recent campaign Serta Simmons Bedding ran with the Sam’s Club Member Access Platform (MAP) The partners took Retail TouchPoints behind the scenes of the campaign — not just the results ($7 return on ad spend!) shedding light on not only what makes retail media so powerful but also what’s required to succeed in this emerging advertising channel A mattress isn’t something people buy every day the average purchase cycle is around seven to 10 years we had a lot of mattress purchases that got pulled forward because people were spending so much time at home,” said Kimberly Hall VP of Sales for Sam’s Club and Walmart at Serta Simmons Bedding “our industry was starting to slow down a little bit,” said Hall in an interview with Retail TouchPoints “We were looking to see how we could reach the Sam’s Club member in new and different ways.” The final challenge: Serta sells mattresses both in clubs and online at Sam’s Club although as one might expect for a high-consideration product like a mattress But Hall wanted to increase awareness and consideration both online and offline through online advertising as well as tracking the performance of the campaign across all of Sam’s Club’s sales channels The MAP team had just launched a new ad product — sponsored videos — that it pitched to Hall as an ideal solution Hall agreed and the Serta team created a video ad designed to give Sam’s Club members a virtual chance to “feel” the quality and comfort of its mattresses “You don’t buy a mattress every week so you want to have an opportunity to touch and feel it and get a sense for it,” said Ryan Burns Head of Strategy at Sam’s Club MAP in an interview with Retail TouchPoints that’s what video did for this campaign.” Serta had just relaunched its iconic Sheep character so the videos were able “to bring that back to the Sam’s member as well,” said Hall “He’s a feel-good icon and we’re celebrating his 25th birthday next year so he’s been with us for a long time.” The videos were placed in search results on the Sam’s Club website and targeted based on MAP’s four decades of member data a growth period for not just greenery but also mattress sales these kind of results aren’t uncommon with MAP: “A $7 ROAS is terrific whether it’s isolated to one product or [more of a] full-funnel we see a 19% average sales lift for our suppliers and about a 28% sales lift for new items that are launched with MAP.” Burns pointed first to Sam’s Club’s biggest differentiator — its membership model “which gives us a relationship with our members and insight into our members that is really unique in the retail media network environment,” he said Sam’s Club’s four decades of historical data on its members is already more robust than many other retailers’ because every shopper is identified This also makes it easier for Sam’s Club to do something that other retailers are still struggling to offer their advertisers — link online ad impressions to in-store sales With every transaction we understand our members and know them because of that membership card they have and the investment they choose to make up front with us.” Sam’s Club is now expanding its capabilities even further, with offerings in offsite channels like CTV and in stores via initiatives like its recently announced Scan & Go ad offering “There are no transactions that we miss at MAP when it comes to our members “The offering we have is based in that model of membership [Because of that] we always want it to be an additive experience for the member which also means that we are very hands-on and very thoughtful [about how we roll out these ad experiences].” Another key success factor for Hall has been the deep level of collaboration she enjoys with the MAP team “Without that collaboration between the vendor and the retailer you don’t necessarily get the most effective campaigns,” she said “Some of the other national retailers that I’ve worked with but they’re not necessarily as concerned about the ROAS at the end of the campaign Our business partner on the MAP team has been a phenomenal partner She continues to bring us new opportunities And she’s done a really great job of getting us exposure that we wouldn’t necessarily have had in the past and bringing new ideas to us It’s more of a collaborative effort than what I’ve seen with some of my other retail partnerships.” this level of partnership with MAP advertisers is possible because of the curated nature of the Sam’s Club assortment: “Our member comes to Sam’s Club and says ‘I’m going to make an investment in you because I expect disruptive value across product categories.’ So we have very high standards for the products that we put in club which allows us to partner deeply with all of our supplier partners Serta being a top-tier example of what that kind of deep which means we have a limited supplier base in terms of endemic suppliers but that allows us to do a lot more with each of those suppliers and allows us to really leverage our data.” Get access to exclusive content including newsletters with experts analyzing holiday sales and forecasting trends View the full lineup of the Retail Trendcaster video series for insights on consumer spending and more—helping you focus on what truly matters in 2025.