JohnsonDiversey accepts all 9 5/8% notes, 10.67% notes tendered so far

By Angela McDaniels

Tacoma, Wash., Nov. 25 - JohnsonDiversey, Inc. and JohnsonDiversey Holdings, Inc. accepted for purchase and paid for all of the notes received in their tender offers as of Nov. 23, according to a company news release.

The companies are holding tender offers for JohnsonDiversey's $300 million of 9 5/8% dollar-denominated senior subordinated notes due 2012, its €225 million of 9 5/8% euro-denominated senior subordinated notes due 2012 and JohnsonDiversey Holdings' $40.63 million principal amount at maturity of 10.67% senior discount notes due 2013.

As of 5 p.m. ET on Nov. 23, holders had tendered €157.5 million principal amount, or 70%, of the 9 5/8% euro notes, $277.9 million principal amount, or 92.6%, of the 9 5/8% dollar notes and $377.7 million principal amount at maturity, or 93%, of the 10.67% notes.

The offer for the 9 5/8% euro notes expired at midnight ET on Nov. 23, and the offer for the other notes will expire at midnight ET on Dec. 1.

The purchase price is $1,019.79 for 9 5/8% dollar notes and $1,021.53 for 10.67% notes tendered by 5 p.m. ET on Nov. 23. For notes tendered after that time, the payment is $988.54 for the 9 5/8% notes and $990.28 for the 10.67% notes.

The purchase price is €1,018.54 for 9 5/8% euro notes tendered by the consent deadline of 5 p.m. ET on Nov. 6 and €988.54 for notes tendered after that time.

The companies are also paying accrued interest up to but excluding the applicable payment date.

The purchase prices for the 9 5/8% dollar notes and 10.67% were increased on Nov. 17. The companies were originally offering $1,018.54 per $1,000 principal amount of 9 5/8% dollar notes and $1,020.28 per $1,000 principal amount at maturity of the 10.67% notes. These totals included €30.00 per €1,000 or $30.00 per $1,000 as a consent payment for notes tendered by the consent deadline.

Alongside the tenders, the issuers are soliciting consents 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 some defaults.

Holders who tender are deemed to have submitted consents, and holders cannot deliver consents without tendering their notes.

On Nov. 9, JohnsonDiversey said it had received enough consents for the 9 5/8% euro notes to amend the indenture and that it would enter into a supplemental indenture.

Redemption notice

The companies said they will redeem any notes that remain outstanding following the tender offers. The redemption date is Dec. 24.

The redemption price will be €1,016.04 for each €1,000 principal amount of 9 5/8% euro notes, $1,016.04 for each $1,000 principal amount of 9 5/8% dollar notes and $1,017.78 for each $1,000 principal amount at maturity of 10.67% notes.

The companies will also pay accrued up to but excluding the redemption date.

The tender offers began Oct. 26 and 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. (banks and brokers call 212 430-3774, others 866 952-2200) is the information agent and depositary.

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

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