On September 8, 2021, Diamond (BC) B.V. (the “Company”),
an indirect wholly owned subsidiary of the registrant, Diversey Holdings, Ltd., commenced the process to refinance (the “Debt
Refinancing”) its existing senior secured credit facilities, which is expected to include the repayment of its existing term
loan facilities and the entry into a new approximately $1,500 million senior secured term loan facility. It is intended that the
net proceeds from the Debt Refinancing plus cash on hand will be used to repay in full the outstanding borrowings under the existing term
loan facilities, which will terminate in connection therewith. In addition, the Company expects in the near term to commence an unregistered
offering (together with the Debt Refinancing, the “Refinancing Transactions”)
of senior unsecured notes (the “New Notes”). The New Notes are expected to
be offered pursuant to a separate offering circular and nothing contained in this filing shall constitute an offer to sell or a solicitation
of an offer to buy the New Notes. If successful in consummating the Refinancing Transactions, the Company plans to use the net proceeds
from the offering of the New Notes to redeem all of its outstanding 5.625% senior notes due 2025 (the “Existing
Notes”) and to pay accrued and unpaid interest and expenses in connection therewith. The consummation of the Refinancing
Transactions is subject to market conditions and other factors, many of which are outside of our control, and therefore we cannot provide
any assurance that the Refinancing Transactions will be consummated on the terms proposed, or at all.
On September 8, 2021, the Company issued a notice of
conditional redemption (the “Conditional Redemption Notice”) to (i) the holders
of the Existing Notes, pursuant to the indenture dated as of August 8, 2017 (as supplemented and amended from time to time, the “Indenture”),
by and among the Company, the guarantors party thereto, Wilmington Trust, National Association, as trustee and Citibank, N.A., London
Branch, as paying agent, transfer agent, registrar and authentication agent. Pursuant to the Conditional Redemption Notice, the Company
has elected, subject to the condition described below, to redeem (the “Redemption”)
all of the Existing Notes on October 8, 2021 (the “Redemption Date”). The
redemption price for the Existing Notes is equal to 101.406% of the principal amount of the Existing Notes redeemed (the “Redemption
Price”), plus accrued and unpaid interest thereon to the Redemption Date. The Redemption will be conditioned upon (i) the
successful consummation by the Company of the Refinancing Transactions and (ii) the Company’s receipt of net proceeds from the Refinancing
Transactions in an amount sufficient, in the Company’s sole discretion, to pay the Redemption Price plus accrued and unpaid interest
and any Additional Amounts (as defined in the Indenture) and to effect the other transactions contemplated by such Refinancing Transactions,
including paying the related fees and expenses, on or prior to the Redemption Date, as it may be extended.
This Current Report on Form 8-K does not constitute
a notice of redemption under the Indenture, nor an offer to purchase notes or any other security.
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Forward-Looking Statements
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This Report includes “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 and speak only as of the date hereof. The “forward-looking statements” include statements relating to the
proposed Refinancing Transactions and the redemption of the Existing Notes. You can identify forward-looking statements by
the use of words such as “may,” “should,” “could,” “potential,” “continue,”
“anticipates,” “believes,” “plans,” “expects,” “future” and “intends”
and similar expressions which are intended to identify forward-looking statements. These statements are not guarantees of future
performance and are subject to risks and uncertainties, some of which are beyond our control and difficult to predict, including, among
others, the impacts of COVID-19. Such risks and uncertainties could cause actual results to differ materially from those expressed
or forecasted in the forward-looking statements. In evaluating forward-looking statements, you should carefully consider the
risks and uncertainties described in the registrant’s filings with the SEC. All forward-looking statements attributable
to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. These forward-looking
statements speak only as of the date hereof and we undertake no obligation, other than as required by law, to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.