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JohnsonDiversey and JohnsonDiversey Holdings Announce Results of Tender Offers and Early Acceptance of Notes in Tender Offers for 9.625% Senior Subordinated Notes Due 2012 and 10.67% Senior Discount Notes Due 2013

2009-11-26 16:36
  • English

STURTEVANT, Wis.--(BUSINESS WIRE)--JohnsonDiversey, Inc. (“JohnsonDiversey”) and JohnsonDiversey Holdings, Inc. (“JohnsonDiversey Holdings”) announced today the early acceptance of tendered notes 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”). The tender offers are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated October 26, 2009 (as amended, the “Offer to Purchase”) and the related Letter of Transmittal and Consent.

As of 5:00 p.m., New York City time, on Monday, November 23, 2009 (the “Increased Payment Date”), approximately €157.5 million aggregate principal amount of Euro Notes, approximately $277.9 million aggregate principal amount of Dollar Notes and approximately $377.7 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, 92.6% of the aggregate principal amount of Dollar Notes outstanding and 93.0% of the aggregate principal amount at maturity of Holdings Notes outstanding, respectively.

On November 24, 2009, upon the satisfaction of certain conditions as described in the Offer to Purchase, JohnsonDiversey accepted for purchase and paid for all of the Euro Notes and Dollar Notes validly tendered in the applicable tender offer, and JohnsonDiversey Holdings accepted for purchase and paid for all of the Holdings Notes validly tendered in the applicable tender offer.

The tender offer consideration for each €1,000 principal amount of Euro Notes validly tendered and not validly withdrawn by 5:00 p.m., New York City time, on Friday, November 6, 2009 (the “Consent Deadline”), and accepted for purchase pursuant to the applicable tender offer was an amount equal to €1,018.54. The tender offer consideration for each €1,000 principal amount of Euro Notes validly tendered after the Consent Deadline but at or prior to the Increased Payment Date, and accepted for purchase pursuant to the applicable tender offer was an amount equal to €998.54.

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 the Increased Payment Date, and accepted for purchase pursuant to the applicable tender offer was an amount equal to $1,019.79 and $1,021.53, respectively.

In addition, holders whose Notes were accepted for purchase in the applicable tender offer were paid accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the payment date of November 24, 2009.

The tender offer related to the Euro Notes expired at midnight, New York City time, on Monday, November 23, 2009. 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, will be eligible to receive the applicable 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, plus, in each case, accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the applicable payment date.

In addition, as contemplated by the Offer to Purchase, JohnsonDiversey and JohnsonDiversey Holdings have issued irrevocable notices of redemption with respect to the Notes that remain outstanding following the purchase of Notes in the applicable tender offer. Pursuant to the applicable redemption notice and the terms of the applicable indenture, JohnsonDiversey or JohnsonDiversey Holdings, as applicable, will redeem the Notes that remain outstanding on December 24, 2009 (the “Redemption Date”) at a redemption price equal to €1,016.04 for each €1,000 principal amount of Euro Notes, $1,016.04 for each $1,000 principal amount of Dollar Notes and $1,017.78 for each $1,000 principal amount at maturity of Holdings Notes, plus, in each case, accrued and unpaid interest from the last interest payment date to, but not including, the Redemption Date.

Goldman, Sachs & Co. and Goldman Sachs International are acting as Dealer Managers and Solicitation Agents for the tender offers. 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, 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 are being made pursuant to the tender offer documents, including the Offer to Purchase that JohnsonDiversey and JohnsonDiversey Holdings have distributed to holders of Notes. The tender offers 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 headquartered in Sturtevant, 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 the tender offer consideration. 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