Rating Action: Moody's downgrades Serta Simmons' CFR to Ca; outlook negativeGlobal Credit Research - 31 Aug 2022New York, August 30, 2022 -- Moody's Investors Service ("Moody's") downgraded Serta Simmons Bedding, LLC's ("Serta Simmons") Corporate Family Rating ("CFR") to Ca from Caa3, Probability of Default Rating to Ca-PD from Caa3-PD, first lien super-priority "first-out" term loan (FLFO) to B3 from B2, first lien super-priority "second-out" term loan (FLSO) to Ca from Caa2, and first lien term loan to C from Ca. The outlook is negative.These downgrades capture Moody's view that a debt restructuring is likely as Serta Simmons' liquidity and solvency position face acute pressure from $1.9 billion of debt maturities that come due in the second half of 2023. Serta Simmons' capital structure is untenable due to weak operating performance, very high leverage, and a high interest rate burden. Liquidity is weak relative to the company's expected cash uses over the next year to service debt, working capital, and capital expenditures. Serta Simmons has $345 million of cash as of 2Q 2022 (down from $518 million at year-end 2021) and $171 million of capacity on its ABL revolver (factoring in $29 million letters of credit outstanding). Moody's expects negative free cash flow of $125 million to $145 million over the next 12 months (including cash priority term loan interest payments that the company records as a financing outflow).Serta Simmons is under pressure to execute on its turnaround plans to stem market share losses in recent years, address inefficiencies in the company's supply chain that were exacerbated during the pandemic, and return to profitability and organic cash generation. These plans will be further challenged as mattress volumes have inflected down across the industry after a strong 2021 while margins remain impacted from elevated commodity, transportation, and labor costs.The B3 rating on the FLFO term loan is four notches above the company's Ca CFR, while the Ca rating on the FLSO is in line with the CFR. The remaining first lien term loan is rated one notch below the CFR at C. This notching reflects the term loans' priority payment positions and accounts for recovery expectations in a default scenario. The FLSO rating is a notch below the loss given default model implied rating reflecting a heightened risk for lower than expected recovery relative to the model outcome. The instrument ratings are based on the current priority of claims. One non-exchanging lender and its affiliatess in the 2020 debt restructuring has a pending lawsuit against Serta Simmons disputing the validity of the transactions. Should this litigation lead to the transaction being disallowed, or to other negative outcomes, this could weaken the company's liquidity position and potentially lead to default.Downgrades:..Issuer: Serta Simmons Bedding, LLC.... Corporate Family Rating, Downgraded to Ca from Caa3.... Probability of Default Rating, Downgraded to Ca-PD from Caa3-PD....Senior Secured 1st Lien Term Loan , Downgraded to C (LGD5) from Ca (LGD5)....Senior Secured 1st Lien "first-out" Term Loan, Downgraded to B3 (LGD2) from B2 (LGD2)....Senior Secured 1st Lien "second-out" Term Loan, Downgraded to Ca (LGD3) from Caa2 (LGD3)Outlook Actions:..Issuer: Serta Simmons Bedding, LLC....Outlook, Remains NegativeRATINGS RATIONALESerta Simmons' Ca CFR reflects the company's negative free cash flow, unsustainable leverage and weak liquidity that creates elevated default risk. The company does not have sufficient liquidity to service its large debt wall maturing in August and November 2023 even though a sizable cash balance can fund its business needs such as working capital and capital expenditures until the maturities. Financial leverage is high, greater than 30x debt-to-EBITDA as of June 2022 and Moody's does not expect meaningful improvement in the next 12-18 months. The very aggressive financial policy under private equity ownership is also a credit negative evidenced by the $670 million debt financed dividend paid in 2016, discounted debt repurchases, and debt exchanges that adversely affected the collateral priority of existing creditors. The rating is also constrained by Serta Simmons' declining earnings trend prior to and during the coronavirus and the continued challenges it faces to executing a material earnings turnaround amid growing competition. The company is vulnerable to weakness in cyclical consumer spending and higher input costs. Positive consideration is given to Serta Simmons' large scale as the second largest mattress company, well-known brand names and multiple distribution channels.FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGSThe negative outlook reflects uncertainty around recovery rates in a debt restructuring given the weak operating performance and continued negative free cash flow. The negative outlook also reflects Moody's view that Serta Simmons' ability to materially improve revenues, earnings and free cash flow is weakened by lower mattress volumes, increasing competition, and poor investment flexibility. Ongoing debt restructuring litigation also creates uncertainty regarding the debt restructure and could consume cash.Ratings could be downgraded if Serta Simmons' recovery values on debt weaken because of continued weak operating performance, negative free cash flow or a negative litigation outcome.An upgrade would require that Serta Simmons materially improve its operating performance and reduce its financial leverage. Moody's would also need to gain greater comfort that the company's capital structure is sustainable and the company will generate positive free cash flow and successfully address upcoming maturities before considering an upgrade.Serta Simmons' exposure to environmental risks reflects reliance on energy-intensive manufacturing and reliance on natural capital including raw materials such as wood, steel, and cotton in its products. Waste and pollution risks reflect that mattresses are typically not recycled at the end of their useful life as often it is cost prohibitive to do so. Some municipalities require mattress recycling programs that are expensive to run and may require additional investment in more recycled products.Serta Simmons' exposure to social risks reflects health and safety and responsible production risks. Health and safety reflects the large and cumbersome nature of mattress manufacturing. Initiatives to increase automation and reduce labor intensity of Serta Simmons' plants requires significant investment. Responsible production reflects the need to responsibly source component products in its supply chain.Serta Simmon' governance risk exposure reflects a very aggressive financial strategy under private equity ownership as evidenced by high financial leverage, continued underperformance of its operations and an unsustainable capital structure. The willingness to execute a lender-adverse priming transaction while preserving equity ownership also elevates governance risks. Concentrated ownership and decision making creates potential for event risk and decisions that favor shareholders over creditors.The principal methodology used in these ratings was Consumer Durables published in September 2021 and available at https://ratings.moodys.com/api/rmc-documents/74987. Alternatively, please see the Rating Methodologies page on https://ratings.moodys.com for a copy of this methodology.Serta Simmons Bedding, LLC ("Serta Simmons") manufactures, distributes and sells mattresses, foundations, and other related bedding products. The company's brand names include, Serta, Beautyrest, Tuft & Needle and Simmons. 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