Diversey Announces Pricing of Senior Notes Offering
September 15 2021 - 5:15PM
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”) has priced the private placement of $500.0
million in aggregate principal amount of its 4.625% Senior Notes
due 2029 (the “Notes”). The Notes will be issued under an indenture
to be entered into upon the closing of the offering, which Diversey
anticipates will take place on or about September 29, 2021, subject
to customary closing conditions. Diversey intends to use the net
proceeds from the offering to repay indebtedness and the remaining
amount for general corporate matters and working capital purposes,
including expenses relating to the transaction.
The Notes will bear interest at a rate of 4.625% per year,
payable semi-annually on April 1 and October 1 of each year,
beginning on April 1, 2022. The Notes will mature on October 1,
2029, unless earlier redeemed or repurchased.
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
(other than those subsidiaries organized in Italy).
The Notes are being offered only to persons reasonably believed
to be “qualified institutional buyers” in reliance on the exemption
from registration pursuant to Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”), and to persons outside of
the United States in compliance with Regulation S under the
Securities Act. The Notes and the related guarantees have not been
and will not be registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and may not be
offered or sold in the United States without registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities or blue sky laws and
foreign securities laws.
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.
MiFID II professionals/ECPs only/No PRIIPs KID. Manufacturer
target market (MiFID II product governance) is eligible
counterparties and professional clients only (all distribution
channels). No PRIIPs Regulation key information document (KID) has
been prepared as the notes are not available to retail investors in
the EEA or the UK.
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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