Diversey Announces Launch of Private Offering of Senior Notes
FORT MILL, S.C., Sept. 13, 2021 (GLOBE NEWSWIRE) -- 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.
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.