The Spring Air Company

Client:	The Spring Air Company
Representation:	Restructuring and Merger
Date:	June 25, 2007
Locations:	Illinois

Summary:

Schiff Hardin represented longtime client The Spring Air Company ("Spring Air") in its June 2007 merger with Consolidated Bedding, Inc., an affiliate of private equity investment firm H.I.G. Capital LLC. Spring Air is the fourth-largest innerspring mattress brand in the United States with manufacturing operations in the United States, Canada, Mexico, the Dominican Republic, Ireland and Australia.

Prior to the merger, Spring Air operated under a licensor/licensee model, in which the licensor owned rights to the Spring Air intellectual property and licensed the rights to a network of independently owned and operated manufacturing companies, which manufactured and sold bedding products under the Spring Air trademarks. The original licensees also were the creators of the licensing entity and were its sole shareholders as well. The merger was part of the corporate restructuring of Spring Air to roll up most of its licensee manufacturers together with the licensing entity, consolidating the company's licensor/licensee model so that the Spring Air trademarks and other intellectual property, and most of the manufacturing operations, are now owned by a single company.

Schiff Hardin has enjoyed working with Spring Air as its principal outside counsel for more than 15 years, counseling the company regarding all aspects of its business. Our representation of Spring Air helped us to build significant experience in and knowledge of the bedding industry and expertise in the licensing, distribution and corporate governance issues arising from this unique "co-op" type business model.