JohnsonDiversey and JohnsonDiversey Holdings Announce Preliminary Results of Tender Offers for 9.625% Senior Subordinated Notes Due 2012 and 10.67% Senior Discount Notes Due 2013
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STURTEVANT, Wis.--(Business Wire)--
JohnsonDiversey, Inc. ("JohnsonDiversey") and JohnsonDiversey Holdings, Inc.
("JohnsonDiversey Holdings") announced today the results to date of
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") and the related consent solicitations to amend the indentures under
which the related Notes were issued. The tender offers and the consent
solicitations 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 (the "Offer to Purchase") and the related Letter of Transmittal and
Consent.
As of 5:00 p.m., New York City time, on November 6, 2009 (the "Consent
Deadline"), approximately €157.4 million of outstanding Euro Notes, or
approximately 70.0% of the aggregate principal amount of Euro Notes outstanding,
had been validly tendered and not withdrawn. Accordingly, JohnsonDiversey has
received consents sufficient to approve the proposed amendments to the indenture
governing the Euro Notes. JohnsonDiversey and the trustee for the Euro Notes
will enter 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.
As of the Consent Deadline, approximately $112.6 million of outstanding Dollar
Notes and approximately $99.4 million of outstanding Holdings Notes had been
validly tendered and not withdrawn. Such amounts represent approximately 37.5%
of the aggregate principal amount of Dollar Notes outstanding and 24.5% of the
aggregate principal amount at maturity of Holdings Notes outstanding,
respectively.
In accordance with the Offer to Purchase, each consent solicitation expired upon
the Consent Deadline and withdrawal rights under each tender offer terminated
upon the Consent Deadline. In this regard, Notes validly tendered at or prior to
the Consent Deadline may no longer be withdrawn and consents delivered at or
prior to the Consent Deadline may no longer be revoked.
Each tender offer remains open, and the expiration time of each tender offer
remains midnight, New York City time, on Monday, November 23, 2009, unless
extended or earlier terminated (such date and time with respect to a tender
offer, the "Expiration Time"). Holders who validly tendered and did not validly
withdraw their Notes by the Consent Deadline will be eligible to receive the
applicable total consideration. The total consideration for each €1,000
principal amount of Euro Notes, each $1,000 principal amount of Dollar Notes and
each $1,000 principal amount at maturity of Holdings Notes validly tendered and
not validly withdrawn and accepted for payment pursuant to the applicable tender
offer will be an amount equal to €1,018.54, $1,018.54 and $1,020.28,
respectively.
Holders who validly tender their Notes after the Consent Deadline but at or
prior to the Expiration Time will be eligible to receive €988.54 for each €1,000
principal amount of Euro Notes, $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, representing the applicable total consideration less the
applicable consent payment of €30.00 for each €1,000 principal amount of Euro
Notes, $30.00 for each $1,000 principal amount of Dollar Notes and $30.00 for
each $1,000 principal amount at maturity of Holdings Notes, as the case may be.
In addition, holders whose Notes are accepted for payment in the applicable
tender offer will be paid accrued and unpaid interest on such Notes from the
last interest payment date to, but not including, the applicable payment date
for Notes purchased.
Each of 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, elimination of restrictive covenants in the indentures
governing the Notes and the waiver of certain defaults thereunder. 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 and the receipt of consents
sufficient to approve the proposed amendments to the indentures governing the
Notes. 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.
JohnsonDiversey, Inc.
John Matthews, 262-631-2120
Senior Vice President, Corporate Affairs
john.matthews@johnsondiversey.com
Copyright Business Wire 2009
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