Item 8.01. Other Events.
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.
Forward-Looking Statements
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.
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