Diversey-Holdings-Ltd-Preliminary-Prospectus.Pdf
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Subject to Completion Preliminary Prospectus dated March 16, 2021. 46,153,846 Ordinary Shares he offer and sale is not permitted. iled with the Securities and Exchange Diversey Holdings, Ltd. This is an initial public offering of ordinary shares of Diversey Holdings, Ltd. Prior to this offering, there has been no public market for our ordinary shares. It is currently estimated that the initial public offering price per share will be between $18.00 and $21.00. We have applied to list our ordinary shares on the NASDAQ Global Select Market under the symbol “DSEY.” See “Risk Factors” beginning on page 21 to read about factors you should consider before buying our ordinary shares. Immediately after this offering, assuming an offering size as set forth above, investment funds controlled by Bain Capital Private Equity will own approximately 77.4% of our outstanding ordinary shares (or approximately 75.7% of our outstanding ordinary shares if the underwriters’ option to purchase additional shares is exercised in full). As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of NASDAQ. See “Management — Corporate Governance — Controlled Company Status.” Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price ............................................ $ $ Underwriting discount(1) ............................................. $ $ Proceeds, before expenses, to Diversey Holdings, Ltd .......................... $ $ (1) See “Underwriting” for a description of compensation payable to the underwriters. To the extent that the underwriters sell more than 46,153,846 ordinary shares, the underwriters have the option to purchase up to an additional 6,923,077 ordinary shares at the initial public offering price less the underwriting discount. The underwriters expect to deliver the ordinary shares to purchasers on , 2021. Citigroup Morgan Stanley Barclays J.P. Morgan BofA Securities Credit Suisse Goldman Sachs & Co. LLC Jefferies RBC Capital Markets UBS Investment Bank Baird Guggenheim Securities Siebert Williams Shank Prospectus dated , 2021 Commission is effective. The preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where t The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement f Diversey’s mission is to protect and care for people through leading hygiene, infection prevention and cleaning solutions. 95+ Year OPERATING HISTORY Leading GLOBAL MARKET POSITIONS 98% CUSTOMER RETENTION RATE 85k+ / 80+ GLOBAL CUSTOMERS / COUNTRIES SERVED Growth Delivering mission-critical products, services and technologies that provide Vectors total confidence to our customers CLEAR, MULTIFACETED STRATEGY FOR across all of our global end markets GROWTH TABLE OF CONTENTS PROSPECTUS SUMMARY .................................................. 1 RISK FACTORS ........................................................... 21 FORWARD-LOOKING STATEMENTS ......................................... 43 MARKET AND INDUSTRY DATA ............................................ 45 USE OF PROCEEDS ....................................................... 46 DIVIDEND POLICY ....................................................... 47 REORGANIZATION TRANSACTIONS ......................................... 48 CAPITALIZATION ........................................................ 51 DILUTION .............................................................. 53 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION ......................................................... 55 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................... 63 BUSINESS ............................................................... 95 MANAGEMENT .......................................................... 113 EXECUTIVE COMPENSATION .............................................. 120 PRINCIPAL SHAREHOLDERS ............................................... 140 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ................ 142 DESCRIPTION OF CERTAIN INDEBTEDNESS .................................. 145 DESCRIPTION OF SHARE CAPITAL .......................................... 149 SHARES ELIGIBLE FOR FUTURE SALE ....................................... 164 UNDERWRITING ......................................................... 175 LEGAL MATTERS ........................................................ 183 EXPERTS ............................................................... 183 WHERE YOU CAN FIND MORE INFORMATION ................................ 183 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS .......................... F-1 Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). We take no responsibility for, and can provided no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, ordinary shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ordinary shares. Our business, financial condition, results of operations, and prospects may have changed since such date. For investors outside of the United States, neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States. No offer or invitation to subscribe for any securities may be made to the public in the Cayman Islands. We are not licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and this prospectus does not constitute an offer to members of the public of our ordinary shares, whether by way of sale or subscription, in the Cayman Islands. Our ordinary shares have not been offered or sold, will not be offered or sold and no invitation to subscribe for our common shares will be made, directly or indirectly, to members of the public in the Cayman Islands. i Trademarks and Service Marks This prospectus includes our trademarks and service marks which are protected under applicable intellectual property laws and are the property of Diversey Holdings, Ltd. or its subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights, of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties. Basis of Presentation On September 6, 2017, Diamond (BC) B.V. (“Diamond”), our subsidiary and a private limited liability company incorporated under the laws of the Netherlands, acquired the Diversey Care division and the food hygiene and cleaning business of Sealed Air Corporation (the “Predecessor Diversey Business” or “Predecessor”), including certain assets and all of the capital stock of certain entities engaged in such businesses (the “2017 Acquisition”), pursuant to a purchase agreement entered into on March 25, 2017 between Sealed Air Corporation and Diamond. The purchase price for the 2017 Acquisition was funded by (i) an indirect equity contribution of $850.0 million into Diamond by certain investment funds controlled by Bain Capital Private Equity and its affiliates (collectively, “Bain Capital”) (ii) proceeds from borrowings under senior secured credit facilities, including a $900.0 million term loan facility and a €970.0 million term loan facility (together, the “Term Loan Facility”) and a $250.0 million revolving credit facility (the “Revolving Credit Facility,” and together with the Term Loan Facility, the “Senior Secured Credit Facilities”) and (iii) proceeds from the issuance of €450.0 million aggregate principal amount of 5.625% senior notes due 2025 (the “Senior Notes”). The Senior Secured Credit Facilities and the Senior Notes are more fully described in “Description of Certain Indebtedness.” Diversey Holdings, Ltd. (the “issuer”) was formed on November 3, 2020 for the purpose of completing the offering contemplated by this prospectus and related transactions in order to carry on the business of Constellation (BC) 2 S.a.r.l. (“Constellation”) and its subsidiaries. In connection with the consummation