JohnsonDiversey buys back $655.6 million, €157.5 million of 9 5/8%, 10.67% notes in tender offer

By Angela McDaniels

Tacoma, Wash., Dec. 3 - JohnsonDiversey, Inc. and JohnsonDiversey Holdings, Inc. have completed their 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% senior subordinated notes due 2012 and JohnsonDiversey Holdings' $40.63 million principal amount at maturity of 10.67% senior discount notes due 2013.

The companies previously announced that they had accepted for purchase and paid for all of the notes received as of Nov. 23.

No additional tenders were received after that time, according to a company news release.

As previously reported, the companies purchased €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 on Nov. 23, and the offer for the other notes expired on Dec. 1.

The purchase price was $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 would have been $988.54 for the 9 5/8% notes and $990.28 for the 10.67% notes.

The purchase price was €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 also paid accrued interest up to but excluding the applicable payment date.

Alongside the tenders, the issuers solicited consents to amend the note indentures. The changes are to eliminate substantially all of 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 tendered were deemed to have submitted consents, and holders could not 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.

The tender offers began Oct. 26.

Redemption notice

The companies will redeem the notes that were not purchased in 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.

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

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

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