JohnsonDiversey tenders for 9 5/8% notes, 10.67% discount notes

New York, Oct. 26 - JohnsonDiversey, Inc. and JohnsonDiversey Holdings, Inc. announced JohnsonDiversey, Inc. has begun a cash tender offer for its €225 million 9 5/8% senior subordinated notes due 2012 and $300 million 9 5/8% senior subordinated notes due 2012 and JohnsonDiversey Holdings has begun a cash tender offer for its $40.63 million principal amount at maturity of 10.67% senior discount notes due 2013.

Alongside the tenders, the issuers are also holding a consent solicitation to amend the note indentures. The changes would 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 would 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 must tender by the consent deadline of 5 p.m. ET on Nov. 6.

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. and Goldman Sachs International are dealer managers and solicitation agents (800 828-3182 or call collect 212 902-5183). 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.

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