Fitch Affirms JohnsonDiversey's IDR at 'B-'; Outlook Revised to Positive

NEW YORK--(Business Wire)--
Fitch Ratings has affirmed JohnsonDiversey, Inc.'s (JohnsonDiversey) existing
ratings as follows:

--Issuer Default Rating (IDR) at 'B-';

--Senior secured bank credit facilities at 'BB-/RR1';

--Senior subordinated notes at 'B-/RR4'.

In addition, Fitch also has affirmed JohnsonDiversey Holdings Inc.'s as follows:

--IDR at 'B-';

--Senior discount notes at 'CCC/RR6'.

Upon completion of the transactions, Fitch would anticipate the following rating
changes:

--Assigning a rating of 'B-/RR4' to JohnsonDiversey's new $400 million senior
unsecured notes;

--Affirming the amended and extended senior secured bank credit facility rating
at 'BB-/RR1';

--Assigning an IDR of 'B-' to JohnsonDiversey Holdings II B.V., a co-borrower
under the senior secured bank credit facilities;

--Withdrawing the ratings for the senior subordinated notes, the IDR at
JohnsonDiversey Holdings Inc., and the rating on the senior discount notes.

The Rating Outlook for JohnsonDiversey, JohnsonDiversey Holdings II B.V. and
JohnsonDiversey Holdings, Inc. is revised to Positive from Negative. In
addition, the Positive Outlook will be maintained upon closing of the
transaction.

The ratings reflect the company's leading positions in the global institutional
and industrial cleaning markets, its improving profitability and ability to
generate cash flow as well as a relatively stable operating performance during
the global economic downturn. The rating is balanced by high debt level relative
to cash flows.

The Outlook is revised to Positive, based on the positive implications of the
announced $477 million equity investment by a Clayton, Dubilier & Rice (CD&R)
managed fund in JohnsonDiversey and the recapitalization, which includes debt
financing of approximately $1.7 billion, on JohnsonDiversey's capital structure
and liquidity. The transaction removes the uncertainties related to the Unilever
'put' option from the capital structure of the company. It also improves the
company's liquidity, which, post-closing, will be comprised of an undrawn $250
million revolving credit facility, upsized from the current $175 million
revolver, and $129 million cash on hand as of Oct. 2, 2009. Post closing, the
resulting maturity profile will be extended with no major debt coming due before
2014 with the anticipated maturity of the company's amended and extended
revolving credit facility. The $1 billion term loan will mature in 2015, while
JohnsonDiversey's new senior unsecured notes and JohnsonDiversey Holdings Inc.'s
PIK notes will expire in 2019 and 2020, respectively. Before the
recapitalization, all of the company's $1.5 billion was due on or before 2013.

Post closing, Fitch expects that benefits from the past restructurings will
continue to support profitability and cash flows. Sustainable margin
improvements and free cash flow generation used to reduce debt would be
catalysts for a ratings upgrade.

JohnsonDiversey is a global player in the industrial and institutional (I&I)
cleaning market and sells its products into the following product segments:
floor care, foodservice, food processing, restroom/housekeeping, laundry and
industrial. JohnsonDiversey is currently a wholly owned subsidiary of
JohnsonDiversey Holdings, which is currently owned by Commercial Markets Holdco
(67%) and Unilever (33%). JohnsonDiversey had approximately $3.1 billion in net
sales and Fitch calculated operating EBITDA of approximately $342 million for
the last 12 months ending Oct. 3, 2009. The company also announced that it will
change its name to 'Diversey, Inc' upon closing of the transaction.

Additional information is available at 'www.fitchratings.com'.

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Fitch Ratings
Thomas Dohrmann, +1-212-908-0637, New York
Adam M. Miller, +1-312-368-3113, Chicago
Media Relations:
Cindy Stoller, +1-212 908 0526, New York
cindy.stoller@fitchratings.com

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