Attached files

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EX-4.1 - FIRST SUPPLEMENTAL INDENTURE - JOHNSONDIVERSEY INCdex41.htm
EX-99.2 - SUPPLEMENTAL INFORMATION - JOHNSONDIVERSEY INCdex992.htm
EX-99.1 - PRESS RELEASE - JOHNSONDIVERSEY INCdex991.htm

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 9, 2009

 

 

JOHNSONDIVERSEY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Commission file number: 333-108853

 

Delaware   80-0010497

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

8310 16th Street

Sturtevant, Wisconsin

  53177-0902
(Address of principal executive offices)   (ZIP Code)

Registrant’s telephone number, including area code: (262) 631-4001

 

 

JOHNSONDIVERSEY, INC.

(Exact name of registrant as specified in its charter)

 

 

Commission file number: 333-97427

 

Delaware   39-1877511

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

8310 16th Street

Sturtevant, Wisconsin

  53177-0902
(Address of principal executive offices)   (ZIP Code)

Registrant’s telephone number, including area code: (262) 631-4001

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 1.01 Entry into a Material Definitive Agreement.

On October 26, 2009, JohnsonDiversey, Inc. (the “Company”) and JohnsonDiversey Holdings, Inc. (“Holdings”) issued a press release announcing that the Company had commenced cash tender offers for (i) any and all of the €225.0 million aggregate principal amount of its outstanding 9.625% Senior Subordinated Notes due 2012 (the “Euro Notes”) and (ii) any and all of the $300.0 million aggregate principal amount of its outstanding 9.625% Senior Subordinated Notes due 2012 and Holdings had commenced a cash tender offer for any and all of the approximately $406.3 million aggregate principal amount at maturity of its outstanding 10.67% Senior Discount Notes due 2013.

On November 9, 2009, the Company and Holdings issued a press release announcing that pursuant to the tender offer and consent solicitation relating to the Euro Notes, as of 5:00 p.m., New York City time, on November 6, 2009, the Company had received valid tenders of Notes and deliveries of the related consents from holders of more than a majority of the aggregate principal amount of Euro Notes outstanding. As a result, the Company, as issuer, the guarantors named therein, as guarantors, and The Bank of New York Mellon (as successor to The Bank of New York), as trustee, executed the First Supplemental Indenture, dated November 9, 2009 (the “Euro Supplemental Indenture”), amending the indenture, dated May 3, 2002, relating to the Euro Notes. The Euro Supplemental Indenture will not become operative unless and until the Company accepts for purchase, and pays for, Euro Notes validly tendered in the applicable tender offer.

A copy of the Euro Supplemental Indenture is filed as Exhibit 4.1 hereto and is hereby incorporated by reference. The foregoing description of the supplemental indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the supplemental indenture.

 

ITEM 7.01 Regulation FD Disclosure.

On November 10, 2009, the Company issued a press release announcing its intention to offer up to $400 million of senior notes through a private placement. A copy of this press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference.

In connection with the intended offering of senior notes, the Company expects to disclose certain supplemental information relating to the Company and Holdings in an offering circular, dated November 10, 2009. Such supplemental information is furnished in Exhibit 99.2 hereto and hereby incorporated by reference.

The information contained in this Current Report on Form 8-K is not an offer to sell, or the solicitation of an offer to buy, the notes described herein. The notes have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933. The notes will be offered inside the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933 and to persons outside the United States in reliance on Regulation S under the Securities Act of 1933.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. These statements and other statements identified by words such as “intend,” “will,” “expect,” “should” and similar expressions are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties that may cause the Company’s actual results to differ materially from those projected in such statements. Factors that could cause or contribute to actual results differing materially from such forward-looking statements are discussed in the Company’s reports that are filed with the Securities and Exchange Commission. Forward looking statements speak only as of their date. The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any changes in its expectations.

 

2


ITEM 9.01 Financial Statements and Exhibits.

 

Exhibit No.

  

Description of Exhibit

  4.1

   First Supplemental Indenture, dated as of November 9, 2009, by and among JohnsonDiversey, Inc., the guarantors party thereto and The Bank of New York Mellon (as successor to The Bank of New York), as trustee, relating to the €225,000,000 9.625% Senior Subordinated Notes due 2012.

99.1

   Press release, dated November 10, 2009.

99.2

   Supplemental information regarding JohnsonDiversey, Inc. and JohnsonDiversey Holdings, Inc.

 

3


Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    JOHNSONDIVERSEY HOLDINGS, INC.
Date: November 10, 2009     By:  

/s/ Joseph F. Smorada

     

Joseph F. Smorada

Executive Vice President and Chief Financial Officer

    JOHNSONDIVERSEY, INC.
Date: November 10, 2009     By:  

/s/ Joseph F. Smorada

     

Joseph F. Smorada

Executive Vice President and Chief Financial Officer

 

4


JOHNSONDIVERSEY HOLDINGS, INC.

JOHNSONDIVERSEY, INC.

Exhibit Index

 

Exhibit No.

 

Description of Exhibit

  4.1   First Supplemental Indenture, dated as of November 9, 2009, by and among JohnsonDiversey, Inc., the guarantors party thereto and The Bank of New York Mellon (as successor to The Bank of New York), as trustee, relating to the €225,000,000 9.625% Senior Subordinated Notes due 2012.
99.1   Press release, dated November 10, 2009.
99.2   Supplemental information regarding JohnsonDiversey, Inc. and JohnsonDiversey Holdings, Inc.