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SEALY CORPORATION 8% Senior Secured Third Lien Convertible Notes due 2016 Offered Pursuant to Subscription Rights Distributed to Record Holders of Sealy Corporation

Convertible Promissory Note

SEALY CORPORATION 8% Senior Secured Third Lien Convertible Notes due 2016 Offered Pursuant to Subscription Rights Distributed to Record Holders of Sealy Corporation | Document Parties: SEALY CORP | SEALY CORPORATION You are currently viewing:
This Convertible Promissory Note involves

SEALY CORP | SEALY CORPORATION

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Title: SEALY CORPORATION 8% Senior Secured Third Lien Convertible Notes due 2016 Offered Pursuant to Subscription Rights Distributed to Record Holders of Sealy Corporation
Date: 6/2/2009
Industry: Furniture and Fixtures     Sector: Consumer Cyclical

SEALY CORPORATION 8% Senior Secured Third Lien Convertible Notes due 2016 Offered Pursuant to Subscription Rights Distributed to Record Holders of Sealy Corporation, Parties: sealy corp , sealy corporation
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Exhibit 99.4


SEALY CORPORATION

8% Senior Secured Third Lien Convertible Notes due 2016 Offered Pursuant to
Subscription Rights Distributed to Record Holders of Sealy Corporation

May 27, 2009

Dear Shareholder:

        This notice is being distributed by Sealy Corporation ("Sealy") to all holders of record ("Recordholders") of its common shares (the "Common Shares"), at 5:00 p.m., New York City time, on May 26, 2009 (the "Record Date"), in connection with a rights offering (the "Rights Offering") of transferable subscription rights (the "Rights") to subscribe for 8% Senior Secured Third Lien Convertible Notes due 2016 (the "Notes"). The Rights and the Rights Offering are described in Sealy Corporation's Prospectus Supplement dated May 27, 2009, to the Prospectus dated April 9, 2009 (together, the "Prospectus").

        In the Rights Offering, Sealy is offering an aggregate of 7,085,280 Notes. The Rights will expire, if not exercised, by 5:00 p.m., New York City time, on July 2, 2009, unless the period in which to exercise the Rights is extended in the sole discretion of Sealy (as it may be extended by Sealy, the "Expiration Date"). As described in the Prospectus, Recordholders of Common Shares will receive one Right for every Common Share owned of record at 5:00 p.m., New York City time, on the Record Date.

        Every 13 Rights will allow the holder thereof to subscribe for one Note with a subscription price and an initial principal amount of $25.00 (the "Subscription Price") and each Note will initially be convertible into 25 Common Shares at an effective conversion rate of $1 per share. Rights may only be exercised in increments of 13. Fractional Rights will not be issued in the Rights Offering. The Rights will be aggregated for all of the Common Shares a holder owns on the record date. To the extent you exercise your Rights in increments of less than 13, the Rights that exceed the multiple of 13 will be returned to you, together with any subscription price relating to such excess, without deduction or interest. Sealy will not issue fractional Notes or cash in lieu of fractional Notes.

        Sealy Holding LLC, Sealy's majority shareholder and an affiliate of Kohlberg Kravis Roberts & Co. L.P., has agreed, subject to certain conditions


 
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