As filed with the Securities and Exchange Commission on November 8, 2021.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
(Primary Standard Industrial
1300 Altura Road, Suite 125
Fort Mill, South Carolina 29708
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chief Executive Officer
1300 Altura Road, Suite 125
Fort Mill, South Carolina 29708
Telephone: (803) 746-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Bradley C. Reed, P.C.
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐
If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Smaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Amount to be
Ordinary shares, par value $0.0001 per share
Includes the aggregate offering price of shares of ordinary shares subject to the underwriters’ option to purchase additional shares.
Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities act of 1933, as amended. In accordance with Rule 457(c) under the Securities Act of 1933, as amended, the price shown is the average high and low sales price of the registrant’s ordinary shares on November 4, 2021, as reported by the NASDAQ Global Select Market.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.
Subject to Completion. Dated November 8, 2021.
15,000,000 Ordinary Shares
Diversey Holdings, Ltd.
We are selling 15,000,000 of our ordinary shares.
Our ordinary shares are listed on the NASDAQ Global Select Market under the symbol “DSEY.” On November 5, 2021, the last reported sales price of our ordinary shares on the NASDAQ Global Select Market was $16.99 per share. The final public offering price will be determined through negotiations with the lead underwriters in this offering and the recent market price used throughout this prospectus may not be indicative of the actual offering price.
See “Risk Factors” beginning on page 20 to read about factors you should consider before buying our ordinary shares.
Immediately after this offering, investment funds advised by Bain Capital Private Equity, L.P. will own approximately 74.5% of our outstanding ordinary shares (or approximately 73.9% of our outstanding ordinary shares if the underwriters’ option to purchase additional shares from us is exercised in full). As a result, we expect to remain a “controlled company” within the meaning of the corporate governance standards of NASDAQ Global Select Market. See “Management — Corporate Governance — Controlled Company Status.”
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Public offering price
Proceeds, before expenses, to us
|(1)||See “Underwriting” for a description of compensation payable to the underwriters.|
To the extent that the underwriters sell more than 15,000,000 ordinary shares, the underwriters have the option to purchase up to an additional 2,250,000 ordinary shares at the public offering price less the underwriting discount.
The underwriters expect to deliver the ordinary shares to purchasers on , 2021.
Prospectus dated , 2021
TABLE OF CONTENTS
Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). Neither we nor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of any other information that others may give you. We are offering to sell, and seeking offers to buy, ordinary shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ordinary shares. Our business, financial condition, results of operations, and prospects may have changed since such date.
For investors outside of the United States, neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.
No offer or invitation to subscribe for any securities may be made to the public in the Cayman Islands.
We are not licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and this prospectus does not constitute an offer to members of the public of our ordinary shares, whether by way of sale or subscription, in the Cayman Islands. Our ordinary shares have not been offered or sold, will not be offered or sold and no invitation to subscribe for our ordinary shares will be made, directly or indirectly, to members of the public in the Cayman Islands.
Trademarks and Service Marks
This prospectus includes our trademarks and service marks which are protected under applicable intellectual property laws and are the property of Diversey Holdings, Ltd. or its subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights, of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.
Basis of Presentation
On September 6, 2017, Diamond (BC) B.V. (“Diamond”), our subsidiary and a private limited liability company incorporated under the laws of the Netherlands, acquired the Diversey Care division and the food hygiene and cleaning business of Sealed Air Corporation (the “Predecessor Diversey Business” or “Predecessor”), including certain assets and all of the capital stock of certain entities engaged in such businesses (the “2017 Acquisition”), pursuant to a purchase agreement entered into on March 25, 2017 between Sealed Air Corporation and Diamond. The purchase price for the 2017 Acquisition was funded by (i) an indirect equity contribution of $850.0 million into Diamond by certain investment funds advised by Bain Capital Private Equity, L.P. (“Bain Capital”) (ii) proceeds from borrowings under senior secured credit facilities, including a $900.0 million term loan facility and a €970.0 million term loan facility (together, the “Original Term Loan Facility”) and a $250.0 million revolving credit facility (as amended, the “Original Revolving Credit Facility,” and together with the Original Term Loan Facility, the “Initial Senior Secured Credit Facilities”) and (iii) proceeds from the issuance of €450.0 million aggregate principal amount of 5.625% senior notes due 2025 (the “2017 Senior Notes”). In connection with our initial public offering described below, we entered into an amendment to our Initial Senior Secured Credit Facilities, which provided for (i) an incremental $200 million of revolving loan commitments under the Original Revolving Credit Facility and (ii) an extension of the Revolving Credit Facility maturity date. In addition, Diamond completed the private sale of $500 million in aggregate principal amount of 4.625% Senior Notes due 2029 (the “2021 Senior Notes”) in a private placement to qualified institutional buyers under an indenture dated as of September 29, 2021. On September 29, 2021, we also entered into an amendment of our Initial Senior Secured Credit Facilities. The amendment provided for the repayment of the 2017 U.S. Dollar Term Loan in the amount of $868.5 million and the Euro Term Loan in the amount of $535.7 million. The amendment also provided for a new $1,500.0 million senior secured U.S. dollar denominated term loan (the “2021 U.S. Dollar Term Loan” and, together with the Revolving Credit Facility, the “New Senior Secured Credit Facilities”). The 2021 U.S. Dollar Term Loan matures on September 29, 2028, while the Revolving Credit Facility matures on March 28, 2026. The Initial Senior Secured Credit Facilities, the 2017 Senior Notes and the 2021 Senior Notes are more fully described in “Description of Certain Indebtedness.”
Diversey Holdings, Ltd. (the “issuer,” the “Company,” “we,” “us,” or “our”) was formed on November 3, 2020 for the purpose of completing our initial public offering and related transactions in order to carry on the business of Constellation (BC) 2 S.à.r.l. (“Constellation”) and its subsidiaries. On March 29, 2021, the issuer completed its initial public offering (the “IPO”) of 46,153,846 ordinary shares at a public offering price of $15.00 per share, receiving $654.3 million in net proceeds, after deducting the underwriting discount and offering expenses. On April 9, 2021, the issuer issued and sold an additional 5,000,000 ordinary shares pursuant to the underwriters’ partial exercise of their option to purchase additional shares, receiving $71.4 million in net proceeds, after deducting the underwriting discount and offering expenses. Our ordinary shares trade on The NASDAQ Global Select Market (“NASDAQ”) under the ticker symbol “DSEY.”
Prior to consummating the IPO, we effected a series of transactions (the “Reorganization Transactions”) pursuant to which:
(i) Constellation (BC) PoolCo SCA (“Poolco”), an entity incorporated for the purpose of pooling the interests of our employees, directors and officers in Constellation (BC) S.à r.l (“Topco”), a direct subsidiary of Constellation, repurchased shares from certain equity holders in exchange for a note receivable;
(ii) all other equity holders of Poolco contributed their shares of Poolco to Constellation in exchange for new shares of Constellation; and
(iii) the equity holders of Constellation, including Bain Capital and the individuals referred to in the foregoing clause (ii), contributed a portion of their shares of Constellation to the Company, and the equity holders referred to in the foregoing clause (i) contributed a portion of their note receivable to the Company, in each case, in exchange for ordinary shares of the Company (in which the Company withheld a portion of the ordinary shares otherwise issuable solely to the extent necessary to satisfy (y) any outstanding loans owned by such employee equity holders and (z) any estimated tax consequences resulting to the equity holders from the Reorganization Transactions and the equity holders of Constellation, including Bain Capital and the individuals referred to in the foregoing clause (ii), contributed the remaining portion of their shares of Constellation to one of our subsidiaries, and the equity holders referred to in the foregoing clause (i) contributed the remaining portion of their note receivable to one of our subsidiaries, in each case, in exchange for payments to be made under the Tax Receivable Agreement entered into in connection with the IPO and certain other consideration.
The Reorganization Transactions resulted in the Company becoming the ultimate parent company of Constellation and its subsidiaries, and Bain Capital and all other equity holders of Constellation and Poolco becoming shareholders of the Company. In order to simplify our corporate structure, we expect to merge or liquidate certain of our wholly-owned subsidiaries, including Constellation, Poolco and Topco prior to December 31, 2021.
The Reorganization Transactions were considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes.