Item 1.01 Conclusion of a Material Definitive Agreement.



Investor Rights Agreement


In connection with the closing of the initial public offering (the “IPO”) of
Diversey Holdings, Ltd. (“We”, “us” or “our”), we have entered into an Investor Rights Agreement (the “IRA”) with Bain Capital Fund XI, LP and some of its affiliates (collectively, “Bain Capital“) and certain of our other shareholders, which provides for certain registration and nomination rights, as summarized below.




Registration Rights



IRA provides Bain Capital with certain customary demand registration rights which enable it to require us to file a registration statement and otherwise assist in certain public offerings of our common shares under the Securities Act of 1933, as amended. Bain Capital is also entitled to certain customary “piggyback” registration rights in the event that we propose to register securities as part of a public offering. In addition, certain other shareholders, including members of our management, are entitled to certain customary “piggyback” registration rights in the event that Bain Capital or we propose to register securities as part of a public offer. The registration rights are subject to certain conditions and limitations, including the right of the Underwriters to limit the number of Shares to be included in a subscribed offering and our right to delay or withdraw a registration statement in certain circumstances.

All costs and expenses associated with any on-demand recording or “piggyback” recording will be at our expense, with the exception of subscription discounts, commissions and transfer taxes, where applicable. We are also required to provide compensation and a contribution for the benefit of selling shareholders in connection with any on-demand or “piggy-back” registrations.



Nomination Rights


The IRA also provides Bain Capital with the right to appoint to our board of directors: (i) the majority of directors as long as Bain Capital
beneficially owns 40% or more of the total number of common shares outstanding immediately after the completion of the IPO; (ii) a number of directors (rounded up to the next whole number) equal to 40% of the total number of directors as long as Bain Capital beneficially owns at least 30% and less than 40% of the total number of ordinary shares outstanding immediately after the completion of the IPO; (iii) a number of directors (rounded up to the next whole number) equal to 30% of the total number of directors as long as Bain Capital beneficially owns at least 20% and less than 30% of the total number of ordinary shares outstanding immediately after the completion of the IPO; (iv) a number of directors (rounded to the nearest whole number) equal to 20% of the total number of directors (but not less than two directors) as long as Bain Capital effectively owns at least 10% and less than 20% of the total number of ordinary shares outstanding immediately after the completion of the IPO; and (v) an administrator as long as Bain Capital
beneficially owns at least 2% and less than 10% of the total number of common shares outstanding immediately after the completion of the IPO. The IRA also anticipates that Bain Capital may assign this right to one of its affiliates.

In the event that an administrator appointed by Bain Capital resigns, is removed from office or is unable to serve for any reason before the expiration of his term of office as a director, then Bain Capital will have the right to appoint a replacement director who will be appointed to the board as soon as reasonably possible (regardless of Bain Capital’s beneficial ownership at the time of this vacancy), with that designated person serving for the remainder of the director’s term being replaced.

In addition, as long as Bain Capital beneficially owns at least 30% of the ordinary shares outstanding immediately after the completion of the IPO, he has the right to appoint the chairman of the board of directors and the majority of directors serving on each committee of the board. As long as
Bain Capital has the right to appoint at least one director to the board, he has the right to appoint at least one director to sit on each committee of the board.

The nomination and appointment rights described above are subject to compliance with the rules and regulations of the NASDAQ and any applicable law relating to independent directors serving on our board or its committees.

The foregoing description is not a complete summary of the IRA and is qualified by reference to the full text of the IRA filed as Exhibit 10.1 attached.

Second rider to the credit agreement

As part of the closing of the IPO, our subsidiary, Diamond (BC) BV., as the borrower (the “Borrower”), entered into a junction and an addendum n ° 2 to this credit agreement, dated September 6, 2017 (as amended, the “Credit Agreement”), with Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and the other lenders party to it (the “Second Amendment”), and the lenders and letter of credit issuers named therein. The second amendment provides (i) a $ 200 million of renewable loan commitments under the Borrower $ 250.0 million revolving credit facility (the “revolving credit facility”), the commitments of which are treated in the same way as the existing category of revolving loans (“new revolving loans”), and (ii) an extension of the maturity date the revolving credit facility on the fifth anniversary of the closing of the Second Amendment, provided that the revolving credit facility matures on
June 6, 2024, if on this date, more than $ 500 million of the total principal amount of term loans issued under the credit agreement and due on
September 6, 2024 remain unpaid and have not been extended, modified, renewed, replaced, repaid or refinanced by a loan whose maturity is scheduled no earlier than three months after the fifth anniversary of the closing of the Second Amendment.

The foregoing description is not a complete summary of the Second Amendment and is qualified by reference to the full text of the Second Amendment filed as Exhibit 10.2 attached.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The analysis of the Second Amendment set out in Section 1.01 of this current report on Form 8-K is incorporated herein by reference.


Item 9.01    Financial Statements and Exhibits.



(d) Exhibits.



Exhibit Number Description

  10.1           Investor Rights Agreement, dated as of March 29, 2021, by and
               among Diversey Holdings, Ltd. and the other persons named therein.
  10.2           Joinder Agreement and Amendment No. 2, dated as of March 29, 2021,
               by and among Diamond (BC) B.V., the lenders and letter of credit
               issuers party thereto, and Credit Suisse AG, Cayman Islands Branch,
               as the administrative agent thereto.

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