Foamex International Inc (fka FMXLQ)

[aquaspin]

Well it looks like Foamex is now private. I wonder how all this affected the D.E. Shaw group who owns millions of shares of common stock and invested so much money in this? I wonder if the company would ever go public again via its own shell (FMXLQ)down the road.

[brwtrpilot]

I assume it is now a private company.....

[JJdivini]

FMXLQ News: Foamex Receives Court Approval for Sale of Assets to MatlinPatterson/Black Diamond Group...

May 27, 2009 5:31 PM EDT;

MEDIA, PA.--(BUSINESS WIRE)-- Foamex International Inc., a leading producer of polyurethane foam-based solutions and specialty comfort products, announced today that the U.S. Bankruptcy Court for the District of Delaware has entered an order approving the sale of substantially all of Foamex's assets as a going concern to a group comprised of certain affiliates of MatlinPatterson Global Opportunities Partners III L.P. ("MatlinPatterson") and Black Diamond Capital Management, L.L.C. ("Black Diamond"). Foamex anticipates that both the closing of the transaction and the Company's emergence from Chapter 11 will occur in June 2009.

"We are delighted with the outcome of this process," said Jack Johnson, Foamex President and Chief Executive Officer. "As we had hoped for at the outset of the filing, Foamex has emerged from the process expeditiously and with a stronger balance sheet. I would like to thank MatlinPatterson for their help in getting us to this point by supporting the Company with the Stalking Horse Bid and providing DIP financing. We will move forward as a private company, building on the technological excellence and innovative leadership for which Foamex is known," he said.

Johnson continued, "We are excited to be joining forces with the MatlinPatterson/Black Diamond team and fully expect many benefits to flow to our customers by providing:

-- Additional resources, which will greatly enhance Foamex's capabilities,
increased innovation and ultimately more value to our customers;
-- Access to MatlinPatterson/Black Diamond's expertise regarding
acquisition and alternative financial investment strategies, each of
which will provide Foamex with a stronger balance sheet and in turn our
customers with a stronger and more versatile supplier; and
-- Continuity of management and strategic direction, allowing the Company
to continue to provide the high quality products and services that our
customers demand."

Johnson added, "I would like to thank our valued customers, employees, and suppliers for their support during this process and for working with us faithfully to a successful outcome of this balance sheet restructuring."

In the next few weeks, Foamex will provide additional details on its emergence and the exciting next phase for the Company.

About Foamex International Inc.

Foamex, headquartered in Media, PA, is the world's leading producer of polyurethane foam-based solutions and specialty comfort products. The Company services the bedding, furniture, carpet cushion and automotive markets and also manufactures high-performance polymers for diverse applications in the industrial, aerospace, defense, electronics and computer industries. For more information visit the Foamex web site at www.foamex.com.

Forward-Looking Statements

This press release contains, and oral statements made from time to time by representatives of the Company may contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, future operating results, operating efficiencies, future market prices and margins, future energy costs, future government and legislative action, future cost savings, future benefit costs, the Company's liquidity and ability to finance its operations, and other statements that are not historical facts that involve certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Additional information that could cause actual results to vary materially from the results anticipated may be found in the Company's most recent Form 10-K and other reports filed with the Securities and Exchange Commission. Readers should be aware that any forward-looking statement made in this press release or elsewhere by the Company speaks only as of the date on which it was made, and the Company disclaims any obligation or intent to update any of the factors listed above or forward-looking statements.


Source: Foamex International Inc.

[lefty18]

Ah, thank you for that. Ouch, I really thought this was gonna fly when the economy turned around. That's the risk of playing these Qs I guess.

[aquaspin]

I found it on the Foamex website. I'm trying to get a hold of someone to see what is going to happen to the common shareholders if the sale is finalized.

http://www.foamex.com/assets/pdf/restructuring/FoamexAPA.pdf

[lefty18]

Thanks aquaspin. What was the source of that quote?

[aquaspin]

That is what I was thinking after I read that yesterday. I wonder how/if D.E. Shaw group will get their money back? They bought millions of dollars in shares of Foamex.

[OTC BB King]

So I guess the shares will not retain any value?

[aquaspin]

Sounds like the Foamex businesses will emerge from chapter 11 as a private company if the sale is finalized. I wonder what this means for shareholders?

“Once the sale is approved, the Foamex businesses will emerge from chapter 11 as a
stable and competitive private company with a much stronger balance sheet,” said Jack
Johnson, President and Chief Executive Officer. “When the proposed transaction is
completed, Foamex will have a capital structure more suited to today’s challenging
business environment, and we will be in a position to build on the operating momentum
and technological leadership we have gained in recent years,”

[Crafty55]

Wonder how much is left at .02

[OTC BB King]

I thought I had, but maybe I was mistaken... will try to dig a little deeper.

[Crafty55]

I saw someone mention that before as well, but couldn't find anything about that happening...

[lefty18]

I think they're continuing. I know they were going for $90 million in dip financing. Do you see anything to suggest that they're closing shop?

[OTC BB King]

Are they going to continue operations or are they selling off all assets and closing up shop?

[Crafty55]

That would be amazing! See if you can get some more eyes here. I have been trying.

[lefty18]

We need to get more eyes on that five day chart. After the last time FMXLQ filed chapter 11, it ran from about .01 to $25.00. I think that would bring in a few more I-hubbers.:)

[doubleupfollowme]

Agreed,, someone is accumulating quietly,, IMO

[doubleupfollowme]

Huge potential here!! board so quiet!! Isnt there a hearing this month???? I need a phreakin runner!!! eom

[doubleupfollowme]

Huge potential here!! board so quiet!! Isnt there a hearing this month???? I need a phreakin runner!!! eom

[Lawrence 147]

Question, Has anyone called the transfer agent? I am West Coast so if some one on the right coast wants to call and ask about the status of the shares the toll free number is 877-813-9488 Transfer agent is BNY Mellon. I will be busy when they open so some one could get a head start if they wanted.

[Lawrence 147]

Hello Board I am new here, trading must be slow, it took three trades to fill just a 3000 share order. Looks like you may have a very good play going here. Perhaps on the same plane as WAMUQ only possibly sooner. Having read the 8K I did not see anything that gave a time line for closing. Does any one here have any idea when the sale of Foamex will close. I took a chance on this one after skimming your board and reading your DD already accomplished. The price is right and the possibilities are here GLTA

[Crafty55]

I was wondering the same thing!

[doubleupfollowme]

So much potential here,, why's the board so quiet?

[lefty18]

What a chart! I take it they did a 5 for 1 reverse split at some point. From .01 to $25.00 and back to .01 - and now we're in at the bottom again.

I can see why there isn't much volume. Everyone is waiting for the return trip to $25.00.

[aquaspin]

I think FMXLQ will have a tight trading range for the next couple days before it takes off again. Take a look at the longer term chart in the I-box and you will see what I mean.

[gumzsa]

FMXLQ holding all until it plays out.

[Crafty55]

This board is dead for as much action as the stock is seeing. Let's get some momo going!

[aquaspin]

Nice looking chart! Hopefully we will see some follow through next week.

[Crafty55]

FMXLQ

[Crafty55]

No idea, but that would be some good info. Looks like they will be releasing financials on 5/18 as well.

[aquaspin]

Do you know how we can see the monthly operating report that is mentioned in that 8k?

[Crafty55]

8k filed today.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 8-K



CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest event reported): April 30, 2009




FOAMEX INTERNATIONAL INC.

(Exact name of registrant as specified in charter)






Delaware 0-22624 05-0473908 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.)







Rose Tree Corporate Center II 1400 N. Providence Road, Suite 2000 Media, Pennsylvania 19063-2076 (Address of principal executive offices) (Zip Code)







Registrant’s telephone number, including area code: [phone]






Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:




o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



--------------------------------------------------------------------------------





Item 1.01. Entry into a Material Definitive Agreement.




Amendment to Asset Purchase Agreement

On April 30, 2009, Foamex International Inc. (the “Company”) and its subsidiaries, Foamex L.P. (“Foamex”), FMXI, LLC (“FMXI”), Foamex Latin America, Inc. (“Foamex Latin America”), Foamex Asia, Inc. (“Foamex Asia”), Foamex Carpet Cushion LLC (“Foamex Carpet”), Foamex Mexico, Inc. (“Foamex Mexico”)
and Foamex Canada Inc. (together with the Company, Foamex, Foamex Latin America, Foamex Asia, Foamex Carpet and Foamex Mexico, “Sellers”), entered into Amendment No. 1 to the Asset Purchase Agreement (the “Purchase Agreement Amendment”) with MP Foam DIP LLC (“Purchaser”), an affiliate of MatlinPatterson Global Opportunities Partners III. The Purchase Agreement Amendment amends certain aspects of the Asset Purchase Agreement, dated as of March 25,
2009, by and among Sellers and Purchaser. Among other things, the Purchase Agreement Amendment provides that, notwithstanding the original terms of the Purchase Agreement, in no event shall the break-up fee be payable unless the break-up fee is approved by the bankruptcy court in which the bankruptcy cases of the Company and the other Sellers are being administered and, in such case, only under the circumstances and in the amount approved by the bankruptcy court.

The foregoing description of the Purchase Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement Amendment, a copy of which is filed as Exhibit 2.1 to this report.




Item 7.01. Regulation FD Disclosure


On May 5, 2009, the Company filed a monthly operating report for the reporting period ended March 29, 2009 with the United States Bankruptcy Court for the District of Delaware in connection with its voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code in Case No. 09-10560.

A copy of the monthly operating report is furnished as Exhibit 99 to this Form 8-K.




Item 9.01. Financial Statements and Exhibits.





Exhibit No. Description





2.1 Amendment No. 1 to the Asset Purchase Agreement, dated as of April 30, 2009, by and among Foamex International Inc., Foamex L.P., FMXI, LLC, Foamex Latin America, Inc., Foamex Asia, Inc., Foamex Carpet Cushion LLC, Foamex Mexico, Inc. and Foamex Canada Inc., as sellers, and MP Foam DIP LLC, as purchaser.





99 Monthly Operating Report for the Reporting Period Ended March 29, 2009.



--------------------------------------------------------------------------------




SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




Date: May 6, 2009 FOAMEX INTERNATIONAL INC.







By: /s/ John G. Johnson, Jr.



Name: John G. Johnson, Jr.



Title: President and Chief Executive Officer



--------------------------------------------------------------------------------




EXHIBIT INDEX



Exhibit


Number Description





2.1 Amendment No. 1 to the Asset Purchase Agreement, dated as of April 30, 2009, by and among Foamex International Inc., Foamex L.P., FMXI, LLC, Foamex Latin America, Inc., Foamex Asia, Inc., Foamex Carpet Cushion LLC, Foamex Mexico, Inc. and Foamex Canada Inc., as sellers, and MP Foam DIP LLC, as purchaser.





99 Monthly Operating Report for the Reporting Period Ended March 29, 2009.

[aquaspin]

Good morning! Thanks for the info! Looks like we are going to have another good day here today. I think that shareholders will make out again this time around. If the insiders/D.E. Shaw group knew the stock were going to zero then there would be a lot of dumping going on right now IMO.

[Crafty55]

Lookin good again today.

[BMiles]

More FMXLQ DD -

monda2frida pointed this out earlier this evening -

From the FMXLQ Filing dated March 31st-

"The aggregate purchase price under the Purchase Agreement is $105,000,000, payable in a combination of (i) $78,400,000 in cash and Purchaser’s assignment to Sellers of the indebtedness to Purchaser under the DIP Credit Agreement and (ii) by Purchaser’s assumption of certain liabilities of Sellers with an estimated value of $26,600,000. In addition, the Purchaser would assume certain other liabilities as set forth in the Purchase Agreement."

The O/S on this stock is 261 million thus the purchase price is $105 million / 261 million shares = 40 cents per share. The stock closed today at .025 and explains why the stock has been quietly moving up into breakout mode since the filing on March 31st and why no profit taking or shares seem to be coming out.

No PR was ever issued, if you did not read the filing then you never knew. The last time they filed BK all the shares remained intact and the stock shot up from penny land to $5 - $7 range according to the people who were around back then, perhaps it will do something similar if the purchase agreement is approved by the BK court???

Brad

[BMiles]

I am no lawyer but according to the SEC filing dated 3/31/2009 it appears all assets are being purchased and in this purchase agreement they are asking that all securities owned by the selling party be turned over by the selling party to the purchasing party. I don’t know why they would make that request unless the shares were once again going to stay intact???

Read pages 29 – 31. http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0000912908%2D09%2D000014%2Etxt&FilePath=%5C2009%5C03%5C31%5C&CoName=FOAMEX+INTERNATIONAL+INC%2E&FormType=8%2DK&RcvdDate=3%2F31%2F2009&pdf=

This would explain why this stock has secretly with no PR, taken off since this filing while no shares have been coming back out into the market as the stock climbs. There has even been a huge DIP loan issued but we didn’t see a PR on that either. If this is the case, FMXLQ may see $5 - $7 again once it comes out of BK just as it did last time. A lot of money to be made by the people in the know as they drive the share price down with a BK filing and buy up all the cheap shares and when the company comes out of BK with all shares still intact just like last time then the share price soars to the $5 - $7 range again like last time.

Like I said, I am no lawyer but this filing coincides with the share price movement up. Note this filing created the upward buying pressure / breakout of the FMXLQ shares, not selling. Something positive for the shareholders must be written in all this lawyer language???

Brad

[tradert]

8K filed tonight

[lefty18]

Ah, thanks. Hurricane season is just around the corner.

[aquaspin]

Yes it is. When Foamex filed BK in September of 2005 they were able to emerge quickly and pay their creditors 1 to 1 because they saw a sharp increase in business when hurricane Katrina hit the Gulf. Foamex makes the foam that goes in furniture, cars, mobile home walls, among many other things. A lot of that kind of stuff was damaged during the hurricane and needed to be replaced.

[lefty18]

This is a hurricane play too? Nice, how do the canes tie in here?

[lefty18]

Nice! Hope we can ride it again real soon.

[aquaspin]

Yea, it really doesn't take much at all for this to move! If we get a bad hurricane season this year then this will take off big time!

[budgetthis]

I rode that train.......my first 50 bagger. Funny how one never forgets those.....lol.

Maybe again.....??

Budget

[lefty18]

this sure trades thin. Moving up half a cent at a time.

[lefty18]

Well then, consider me a new shareholder. Can't get much more proof of a safe BK play than past history. Let's see, .02 to $5.00 the last time FMXLQ filed for BK?

HMMMMM

[aquaspin]

Gooooooo Foamex!!!

[BMiles]

I didn't research it but I read somewhere that FMXLQ stock was not canceled after the last BK filing and the stock ran to $7 afterwards?

[aquaspin]

No, the shares were not canceled the last time they filed and hopefully it won't happen this time. I really like how the stock has been rebounding lately.

[lefty18]

so they didn't cancel commons the last time they filed chapter 11?

[bigbucks17]

The recession sure doesn't help. This co. does have a history of making it through tuff times. Lets hope it works out. I mentioned July only because it will be close to 6 months which is the time they said it would take to come out of chap. 11. You would think they should meet or beat the 6 months considering they just came out of chap. 11 less than 2 yrs ago, should be less work to do. Also July is when they have there annual stockholders meeting, usually that creates some action. GL