JohnsonDiversey Holdings sells 46% interest to Clayton Dubilier & Rice as part of $2.6 billion recapitalization

Client(s) JohnsonDiversey Holdings, Inc.

Jones Day represented JohnsonDiversey Holdings, Inc., a leading provider of commercial cleaning, sanitation and hygiene products, in its sale to an affiliate of Clayton, Dubilier & Rice, Inc. of approximately 46% of the outstanding Common Stock of the company in connection with a broader recapitalization transaction valued at $2.6 billion with collateral stretching across 25 jurisdictions. The recapitalization involved a US$1.9 billion debt financing package that included US$1.4 billion of senior secured credit facilities, including a US$250 million revolving credit facility, and offerings of US$400 million of 8.25% Senior Notes issued by JohnsonDiversey, Inc. and US$250 million of 10.50% Senior Notes issued at the holding company level. The US$400 million of JohnsonDiversey, Inc. 8.25% Senior Notes were issued in a Rule 144A/Regulation S offering, with Goldman Sachs & Co. and Citi, together with other co-managers, as initial purchasers, and the US$250 million of holding company 10.50% Senior Notes were issued in a Rule 144A/Regulation S offering with Goldman Sachs & Co., Citi and Morgan Stanley as initial purchasers. The recapitalization also involved tender offers for three series of outstanding debt securities, totaling approximately US$1.3 billion.