National Bedding Co. Purchased by Ares Management and Teachers' Private Capital

Business Wire, August 2, 2005

LOS ANGELES -- The Ares Corporate Opportunities Fund, L.P. ("Ares"), the private equity fund of Ares Management LLC, and Teachers' Private Capital, the private equity arm of the Ontario Teachers' Pension Plan ("Ontario Teachers'"), announced today they have signed a definitive agreement to buy National Bedding Co. ("NBC"), maker of Serta mattresses, one of the oldest and best known names in the bedding industry.

"We are thrilled to partner with Ontario Teachers' in this transaction. We are also pleased that the existing equity owners of NBC will be re-investing a portion of their proceeds along with us, and that the senior management team will remain in place. For the past two years, Ares has owned a minority stake in National Bedding Co. and been impressed with the outstanding performance of the Company's management team. We look forward to the opportunity to increase our ownership stake as well as to continue to support the Company's growth in the $5 billion bedding industry," said Bennett Rosenthal, a partner in Ares Management.

Jim Leech, Ontario Teachers' Senior Vice-President, added: "We are very pleased to be acquiring a company with such a strong and experienced management team and an extraordinary consumer brand. NBC is an excellent fit for our growing private equity portfolio."

Robert Sherman, NBC's CEO, said, "We are looking forward to our partnership with Ares and Ontario Teachers'. Their strong, committed financial sponsorship will allow Serta to continue its track record of growth and partnership with our customers and suppliers."

Burt Kaplan and Richard Yulman, the Company's founders, will remain investors in the Company as well as members of the Company's Board of Directors.

Founded in 1931, Serta is currently the third largest U.S. manufacturer of mattresses and foundations in the U.S. and Canada. NBC is currently the largest manufacturer of Serta brand mattresses and holds 27 of the 34 exclusive U.S. Serta manufacturing licenses. NBC accounts for about 80% of all sales under the Serta brand name in the U.S. and Canada.

Terms of the transaction were not disclosed.

Goldman, Sachs & Co. and William Blair & Co. represented National Bedding.

About Ares Management

Ares Management LLC ("Ares") is an independent Los Angeles based investment firm with over 90 employees and over $7 billion of committed capital under management. Founded in 1997, Ares specializes in originating and managing assets in both the private equity and leveraged finance markets. Ares' private equity activities are conducted through the Ares Corporate Opportunities Fund, L.P. ("ACOF"). ACOF focuses on injecting flexible, long-term junior capital into undercapitalized middle market companies to position them for growth. Ares' leveraged finance activities include the acquisition and management of bank loans, high yield bonds, mezzanine and special situation investments, which are held in a variety of investment vehicles.

About Teachers' Private Capital

Teachers' Private Capital is the private equity arm of the Cdn. $85 billion Ontario Teachers' Pension Plan, which invests on behalf of 255,000 active and retired teachers in Ontario, Canada. With more than Cdn.$7 billion in assets, Teachers' Private Capital is one of Canada's largest private investors and is currently working with more than 100 companies and funds worldwide by providing long-term flexible financing. Significant investments include Samsonite, Worldspan and the recently purchased Alliance Laundry Systems in the U.S. and Maple Leaf Sports and Entertainment Parmalat Canada, Yellow Pages and Shoppers Drug Martin Canada. Teachers' Private Capital specializes in providing private equity and mezzanine debt capital for large and mid-cap companies, venture capital for developing industries, and financing for a growing portfolio of infrastructure and timberland assets.