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JohnsonDiversey

JohnsonDiversey and JohnsonDiversey Holdings Announce Increase in Tender Offer Consideration in Tender Offers for 9.625% Senior Subordinated Notes Due 2012 and 10.67% Senior Discount Notes Due 2013

2009-11-19 14:08
  • English

STURTEVANT, Wis.--(BUSINESS WIRE)--JohnsonDiversey, Inc. (“JohnsonDiversey”) and JohnsonDiversey Holdings, Inc. (“JohnsonDiversey Holdings”) announced today that, in connection with JohnsonDiversey’s previously announced cash tender offers for its outstanding euro-denominated 9.625% Senior Subordinated Notes due 2012 (CUSIP No. 479269AD4, ISIN Nos. US479269AD49, XS0153495907, XS0147085020) (the “Euro Notes”) and its outstanding dollar-denominated 9.625% Senior Subordinated Notes due 2012 (CUSIP No. 479269AB8, ISIN No. US479269AB82) (the “Dollar Notes”) and JohnsonDiversey Holdings’ previously announced cash tender offer for its outstanding 10.67% Senior Discount Notes due 2013 (CUSIP No. 47926PAB2, ISIN No. US47926PAB22) (the “Holdings Notes” and, together with the Euro Notes and the Dollar Notes, the “Notes”), JohnsonDiversey and JohnsonDiversey Holdings have amended the tender offers related to the Dollar Notes and the Holdings Notes to increase the applicable tender offer consideration and extend the Expiration Time (as such term is defined in the Offer to Purchase and Consent Solicitation Statement dated October 26, 2009 (the “Offer to Purchase”)) and the related Letter of Transmittal and Consent.

The tender offer consideration for each $1,000 principal amount of Dollar Notes and each $1,000 principal amount at maturity of Holdings Notes validly tendered by 5:00 p.m., New York City time, on Monday, November 23, 2009 (the “Increased Payment Date”), and accepted for payment pursuant to the applicable tender offer will be an amount equal to $1,019.79 and $1,021.53, respectively, plus accrued and unpaid interest on such Dollar Notes or Holdings Notes from the last interest payment date to, but not including, the applicable payment date for the Dollar Notes or Holdings Notes purchased. Holders who have previously validly tendered Dollar Notes or Holdings Notes do not need to retender their Notes or take any other action in response to this amendment to be eligible to receive the increased tender offer consideration.

Holders who validly tender their Dollar Notes or Holdings Notes after the Increased Payment Date but at or prior to midnight, New York City time, on Tuesday, December 1, 2009 (the “New Expiration Time”), will be eligible to receive the original tender offer consideration of $988.54 for each $1,000 principal amount of Dollar Notes and $990.28 for each $1,000 principal amount at maturity of Holdings Notes. In addition, holders whose Dollar Notes or Holdings Notes are accepted for payment in the applicable tender offer will be paid accrued and unpaid interest on such Dollar Notes or Holdings Notes from the last interest payment date to, but not including, the applicable payment date for the Dollar Notes or Holdings Notes purchased.

Further, the expiration time of the tender offers related to the Dollar Notes and the Holdings Notes has been extended to the New Expiration Time.

Except for the amendment to the tender offer consideration and the extension of the expiration time for the tender offers related to the Dollar Notes and the Holdings Notes, as described above, the Offer to Purchase and the related Letter of Transmittal and Consent remain in full force and effect.

As previously announced, on November 9, 2009, JohnsonDiversey and the trustee for the Euro Notes entered into a supplemental indenture containing the proposed amendments to the indenture governing the Euro Notes, which amendments will not become operative unless and until JohnsonDiversey accepts for purchase, and pays for, Euro Notes validly tendered in the applicable tender offer. Holders who validly tendered and did not validly withdraw their Euro Notes by 5:00 p.m., New York City time, on Friday, November 6, 2009 (the “Consent Deadline”), will be eligible to receive the applicable total consideration of €1,018.54 for each €1,000 principal amount of Euro Notes validly tendered and not validly withdrawn and accepted for payment pursuant to the applicable tender offer.

Holders who validly tender their Euro Notes after the Consent Deadline but at or prior to midnight, New York City time, on Monday, November 23, 2009, will be eligible to receive the applicable total consideration, which remains €988.54 for each €1,000 principal amount of Euro Notes validly tendered and accepted for payment pursuant to the applicable tender offer. In addition, holders whose Euro Notes are accepted for payment in the applicable tender offer will be paid accrued and unpaid interest on such Euro Notes from the last interest payment date to, but not including, the applicable payment date for the Euro Notes purchased.

The expiration time of the tender offer related to the Euro Notes remains midnight, New York City time, on Monday, November 23, 2009, unless extended or earlier terminated.

As previously announced, withdrawal rights under each tender offer terminated upon the Consent Deadline. Accordingly, tendered Notes may no longer be validly withdrawn, except under certain limited circumstances as described in the Offer to Purchase.

As of 5:00 p.m., New York City time, on November 16, 2009, approximately €157.4 million aggregate principal amount of Euro Notes, approximately $114.9 million aggregate principal amount of Dollar Notes and approximately $110.7 million aggregate principal amount at maturity of Holdings Notes had been validly tendered. Such amounts represent approximately 70.0% of the aggregate principal amount of Euro Notes outstanding, 38.3% of the aggregate principal amount of Dollar Notes outstanding and 27.3% of the aggregate principal amount at maturity of Holdings Notes outstanding, respectively.

The tender offers remain subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including (1) the consummation of certain transactions described in the Offer to Purchase and (2) the receipt by JohnsonDiversey of proceeds from one or more financings generating net proceeds sufficient to repurchase the Notes tendered.

Goldman, Sachs & Co. and Goldman Sachs International are acting as Dealer Managers and Solicitation Agents for the tender offers and consent solicitations. Persons with questions regarding the tender offers or the consent solicitations should contact Goldman, Sachs & Co. toll-free at (800) 828-3182 or collect at (212) 902-5183. Requests for documents should be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offers and consent solicitations, at (212) 430-3774 (for banks and brokers) or (866) 952-2200 (for Noteholders).

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Notes. The tender offers and consent solicitations are being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase that JohnsonDiversey and JohnsonDiversey Holdings are distributing to holders of Notes. The tender offers and consent solicitations are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

ABOUT JOHNSONDIVERSEY

JohnsonDiversey Inc. is committed to a cleaner, healthier future. Its products, systems and expertise make food, drink and facilities safer and more hygienic for consumers and for building occupants. With sales into more than 175 countries, JohnsonDiversey is a leading global provider of commercial cleaning, sanitation and hygiene solutions. The company serves customers in the building management, lodging, food service, retail, health care, and food and beverage sectors. JohnsonDiversey is one of four separate companies controlled by the Johnson Family of Racine, Wisconsin, USA. www.johnsondiversey.com.

Forward-Looking Statements

This press release contains forward-looking statements about JohnsonDiversey and JohnsonDiversey Holdings, including statements regarding the payment of tender offer consideration and the elimination of restrictive covenants in the indenture governing the Euro Notes. All forward-looking statements in this press release represent the judgment of JohnsonDiversey and JohnsonDiversey Holdings only as the date of this press release. Actual events may differ from current expectations based on a number of factors including completion of the tender offers. Therefore, the reader is cautioned not to rely on these forward-looking statements. JohnsonDiversey and JohnsonDiversey Holdings disclaim any intent or obligation to update these forward-looking statements. Additional information concerning risk factors of JohnsonDiversey and JohnsonDiversey Holdings may be found in previous press releases issued by JohnsonDiversey and JohnsonDiversey Holdings and in their public periodic filings with the Securities and Exchange Commission.

Contacts

JohnsonDiversey, Inc.
John Matthews, 262-631-2120
Senior Vice President, Corporate Affairs
john.matthews@johnsondiversey.com