JohnsonDiversey gets tenders of €157.4 million 9 5/8% notes by consent date, enough to amend notes

By Susanna Moon

Chicago, Nov. 9 - JohnsonDiversey, Inc. and JohnsonDiversey Holdings, Inc. said holders tendered €157.4 million, or 70%, of the outstanding 9 5/8% euro-denominated senior subordinated notes due 2012 as of 5 p.m. ET on Nov. 6, the consent deadline.

As a result, JohnsonDiversey received enough consents to amend the euro notes and will enter into a supplemental indenture.

As of the consent deadline, holders also tendered $112.6 million, or 37.5%, of outstanding 9 5/8% dollar-denominated senior subordinated notes due 2012 and $99.4 million, or 24.5%, of outstanding 10.67% senior discount notes due 2013.

The companies announced on Oct. 26 that JohnsonDiversey had begun a cash tender offer for its €225 million 9 5/8% notes and $300 million 9 5/8% notes and JohnsonDiversey Holdings had begun a cash tender offer for its $40.63 million principal amount at maturity of 10.67% notes.

Alongside the tenders, the issuers began a consent solicitation to amend the note indentures. The changes are to eliminate substantially all the restrictive covenants, some events of default and substantially all of the restrictions on the ability of JohnsonDiversey or JohnsonDiversey Holdings, as the case may be, to merge, consolidate or sell all or substantially all of their properties or assets contained in the indentures and the notes and waive certain defaults as described in the offer to purchase.

Consents can only be delivered with tendered notes.

The tenders end at midnight ET on Nov. 23. To receive the full payment, holders had to tender by the consent deadline.

For the euro notes, JohnsonDiversey is offering €1,018.54 per €1,000 principal amount, and for the 9 5/8% dollar notes it is offering $1,018.54 per $1,000 principal amount. The payment for the discount notes is $1,020.28 per $1,000 principal amount at maturity.

Holders will also receive accrued interest up to but excluding the payment date.

The totals include €30.00 per €1,000 or $30.00 per $1,000 as a consent payment for notes tendered by the consent deadline.

The offers are subject to conditions, including the completion of transactions described in the offer to purchase, and the receipt of sufficient proceeds from new financings to buy the notes.

Goldman, Sachs & Co. (800 828-3182 or call collect 212 902-5183) and Goldman Sachs International are the dealer managers and solicitation agents. Global Bondholder Services Corp. is the information agent and depositary (banks and brokers call 212 430-3774, others 866 952-2200).

JohnsonDiversey is a Sturtevant, Wis., maker of commercial cleaning, sanitation and hygiene products.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.