--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-078137" form_type: "8-K" ticker: null cik: "0001831617" company_name: "Diversey Holdings, Ltd." filed_at: "2023-07-05T23:59:59+00:00" generated_at: "2026-06-13T12:51:17.306709+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Solenis completes $4.6B acquisition of Diversey; shareholders receive $8.40/share ## Summary - Enterprise value of $4.6 billion; shareholders received $8.40 per share in cash. - Combined company operates in over 130 countries with 71 manufacturing facilities and >15,000 employees. - Bain Capital, former majority shareholder, will hold a minority stake in Solenis. - Diversey shares to be delisted from Nasdaq; company will deregister under Exchange Act. - Transaction financed by BofA Securities and Goldman Sachs; deal closed July 5, 2023. ## SEC filing metadata - accession: 0001104659-23-078137 - form_type: 8-K - cik: 0001831617 - company_name: Diversey Holdings, Ltd. - filed_at: 2023-07-05T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/tm2320294d3_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-078137 - JSON: https://secwatch.observer/filing/0001104659-23-078137.json - Plain text: https://secwatch.observer/filing/0001104659-23-078137.txt ## Key facts - Executive change Somer Gundogdu resigned as other_named_officer at Diversey Holdings, Ltd.. - Action: resigned source text: Philip Wieland, Somer Gundogdu, Todd Herndon, Sinéad Kwant, Gaetano Redaelli, Rudolf Verheul and each of the other incumbent officers of the Company immediately prior to the Effective Time each resigned from their respective positions as officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Emily Ashworth resigned as Director at Diversey Holdings, Ltd.. - Action: resigned - Role: Director source text: Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Eric Foss resigned as Director at Diversey Holdings, Ltd.. - Action: resigned - Role: Director source text: Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Philip Wieland resigned as other_named_officer at Diversey Holdings, Ltd.. - Action: resigned source text: Philip Wieland, Somer Gundogdu, Todd Herndon, Sinéad Kwant, Gaetano Redaelli, Rudolf Verheul and each of the other incumbent officers of the Company immediately prior to the Effective Time each resigned from their respective positions as officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Robert Farkas resigned as Director at Diversey Holdings, Ltd.. - Action: resigned - Role: Director source text: Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Rodney Hochman, M.D. resigned as Director at Diversey Holdings, Ltd.. - Action: resigned - Role: Director source text: Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Susan Levine resigned as Director at Diversey Holdings, Ltd.. - Action: resigned - Role: Director source text: Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Selim Bassoul resigned as Director at Diversey Holdings, Ltd.. - Action: resigned - Role: Director source text: Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Todd Herndon resigned as other_named_officer at Diversey Holdings, Ltd.. - Action: resigned source text: Philip Wieland, Somer Gundogdu, Todd Herndon, Sinéad Kwant, Gaetano Redaelli, Rudolf Verheul and each of the other incumbent officers of the Company immediately prior to the Effective Time each resigned from their respective positions as officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Katherine Zanotti resigned as Director at Diversey Holdings, Ltd.. - Action: resigned - Role: Director source text: Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Philip Wieland resigned as Director at Diversey Holdings, Ltd.. - Action: resigned - Role: Director source text: Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Sinéad Kwant resigned as other_named_officer at Diversey Holdings, Ltd.. - Action: resigned source text: Philip Wieland, Somer Gundogdu, Todd Herndon, Sinéad Kwant, Gaetano Redaelli, Rudolf Verheul and each of the other incumbent officers of the Company immediately prior to the Effective Time each resigned from their respective positions as officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Kenneth Hanau resigned as Director at Diversey Holdings, Ltd.. - Action: resigned - Role: Director source text: Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Gaetano Redaelli resigned as other_named_officer at Diversey Holdings, Ltd.. - Action: resigned source text: Philip Wieland, Somer Gundogdu, Todd Herndon, Sinéad Kwant, Gaetano Redaelli, Rudolf Verheul and each of the other incumbent officers of the Company immediately prior to the Effective Time each resigned from their respective positions as officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Rudolf Verheul resigned as other_named_officer at Diversey Holdings, Ltd.. - Action: resigned source text: Philip Wieland, Somer Gundogdu, Todd Herndon, Sinéad Kwant, Gaetano Redaelli, Rudolf Verheul and each of the other incumbent officers of the Company immediately prior to the Effective Time each resigned from their respective positions as officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Michel Plantevin resigned as Director at Diversey Holdings, Ltd.. - Action: resigned - Role: Director source text: Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Executive change Juan Figuereo resigned as Director at Diversey Holdings, Ltd.. - Action: resigned - Role: Director source text: Emily Ashworth, Selim Bassoul, Robert Farkas, Juan Figuereo, Eric Foss, Kenneth Hanau, Rodney Hochman, M.D., Susan Levine, Michel Plantevin, Philip Wieland and Katherine Zanotti each resigned from the Company’s Board of Directors (the “ Board ”) and from any and all committees of the Board on which they served evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Governance Changes Diversey Holdings, Ltd.: The company's memorandum and articles of association were amended and restated in connection with the merger. - Change: charter amendment source text: Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Memorandum and Articles of Association of the Company were amended and restated to be in the form of the Amended and Restated Memorandum and Articles of Association of the Company attached as Exhibit 3.1 hereto, which is incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - M&A Transactions Diversey Holdings, Ltd. underwent a change of control involving Olympus Water Holdings IV, L.P. for $8.40 per Ordinary Share in cash (closed 2023-07-05). - Action: change of control - Counterparty: Olympus Water Holdings IV, L.P. - Consideration: $8.40 per Ordinary Share in cash - Closing: 2023-07-05 source text: held by the Bain Shareholder, that are not Rollover Shares (the “ Bain Shares ”)) was automatically cancelled and exchanged into the right to receive cash in an amount equal to $8.40 per Ordinary Share, without interest thereon and subject to applicable withholding taxes (the “ Merger Consideration ”). At the Effective Time, each Excluded Company Share was evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Material Agreements Diversey Holdings, Ltd. terminated Credit Agreement with BCPE Diamond Netherlands Topco B.V., the Issuer, the lenders and Credit Suisse AG, Cayman Islands Branch, as administrative agent, collateral agent, lender and letter of credit issuer (effective 2023-07-05). - Action: termination - Agreement: credit facility - Counterparty: BCPE Diamond Netherlands Topco B.V., the Issuer, the lenders and Credit Suisse AG, Cayman Islands Branch, as administrative agent, collateral agent, lender and letter of credit issuer - Effective: 2023-07-05 source text: Concurrently with the closing of the Merger, the Company repaid all obligations outstanding under, and concurrently terminated, the credit agreement, dated as of September 6, 2017 (as amended through that certain Third Amendment, dated as of September 29, 2021, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among BCPE Diamond Netherlands Topco B.V., a private limited liability company incorporated under laws of the Netherlands, the Issuer, the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as the administrative agent, the collateral agent, a lender and a letter of credit issuer. evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm - Material Agreements Diversey Holdings, Ltd. terminated Indenture with Wilmington Trust, National Association, as trustee (effective 2023-07-05). - Action: termination - Agreement: notes offering - Counterparty: Wilmington Trust, National Association, as trustee - Effective: 2023-07-05 source text: of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. Redemption of Notes In connection with the consummation of the transactions contemplated by the Merger Agreement, on July 5, 2023, Diamond (BC) B.V. (the “ Issuer ”), a private limited liability company incorporated under the laws of the Netherlands and an indirect wholly owned subsidiary of the Company, redeemed all of the Issuer’s outstanding 4.625% Senior Notes due 2029 (the “ Notes ”) issued pursuant to the Indenture dated as of September 29, 2021 (as supplemented and amended from time to time, the “ Indenture ”), by and among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “ Trustee ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1831617/000110465923078137/0001104659-23-078137-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.