Diversey Announces Launch of Private Offering of Senior Notes
September 13 2021 - 8:24AM
Diversey Holdings, Ltd. (NASDAQ: DSEY), a leading provider of
hygiene, infection prevention and cleaning solutions, today
announced that its indirect, wholly-owned subsidiary, Diamond (BC)
B.V. (the “Company”) intends to offer up to $500.0 million
aggregate principal amount of senior notes in a private offering,
subject to market conditions and other factors.
As previously disclosed, the Company has also commenced a
process to refinance 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 refinancing plus cash on hand will be used to
repay in full the Company’s outstanding borrowings under its
existing term loan facilities, which will terminate in connection
therewith.
The Company intends to use the net proceeds from the sale of the
notes, together with available cash, to redeem all of its existing
5.625% Senior Notes due 2025 (the “2025 Notes”) at a redemption
price equal to 101.406% of the principal amount thereof, plus
accrued and unpaid interest thereon to, but not including, the
redemption date, and to pay related fees and expenses. The
obligation of the Company to redeem the 2025 Notes will be
conditioned upon the consummation of the offering of new senior
notes and the refinancing of the Company’s existing senior secured
credit facilities described above.
The new senior notes will be guaranteed by BCPE Diamond
Netherlands TopCo B.V., a private limited liability company
incorporated under the laws of the Netherlands, and the Company’s
direct parent, and each of the existing and future restricted
subsidiaries of the Company to the extent such subsidiary
guarantees the Company’s new senior secured credit facilities.
The newly issued senior notes will not be registered under the
Securities Act of 1933, as amended (“Securities Act”), or the
securities laws of any other jurisdiction, and will not be offered
or sold in the U.S. or to U.S. persons absent registration or an
applicable exemption from the registration requirements. The
offering of the notes will be made only to persons reasonably
believed to be qualified institutional buyers in accordance with
Rule 144A under the Securities Act and to non-U.S. persons in
accordance with Regulation S under the Securities Act.
This press release is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security. No offer, solicitation, or sale will be made in
any jurisdiction in which such an offer, solicitation, or sale
would be unlawful. Any offers of the notes will be made only by
means of a private offering memorandum.
About Diversey
Diversey’s mission is to protect and care for people through
leading hygiene, infection prevention, and cleaning solutions. We
develop and deliver innovative products, services, and technologies
that save lives and protect our environment. Over the course of 95
years, the Diversey brand has become synonymous with product
quality, service, and innovation.
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements reflect Diversey’s current
intentions, expectations or beliefs regarding the Notes offering
and the anticipated use of the net proceeds therefrom. These
statements may be preceded by, followed by or include the words
“aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,”
“intend,” “likely,” “outlook,” “plan,” “potential,” “project,”
“projection,” “seek,” “can,” “could,” “may,” “should,” “would,”
“will,” the negatives thereof and other words and terms of similar
meaning. Forward-looking statements include all statements that are
not historical facts. Such forward-looking statements are subject
to various risks and uncertainties. Accordingly, there are or will
be important factors that could cause actual outcomes or results to
differ materially from those indicated in these statements. There
is no assurance that any forward-looking statements will
materialize. You are cautioned not to place undue reliance on
forward-looking statements, which reflect expectations only as of
this date. Diversey does not undertake any obligation to publicly
update or review any forward-looking statement, whether as a result
of new information, future developments, or otherwise, except as
required by law.
Diversey Holdings, Ltd.
Investor Contact:Grant Graverir@diversey.com
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