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NautaDutilh assisted Bain on its USD 3.2 bln acquisition and financing of Diversey Group

9/7/2017 | Deal or case news

A team composed of NautaDutilh Amsterdam, Brussels, Luxembourg and New York assisted Bain Capital Private Equity, LP with the acquisition of the Diversey Group from Sealed Air Corporation. NautaDutilh co-counseled with Kirkland & Ellis International LLP and various local counsels. Next to the M&A deal we also worked on the bond issuance and leveraged financing of the transaction.

Diversey is a global leader in sustainable, high-performance hygiene and cleaning solutions operating in two distinct verticals (professional and food & beverage) with significant operations in Netherlands and Belgium and a Luxembourg holdings structure.

On 6 September, Bain Capital Acquired the Diversey Group from Sealed Air Corporation. In January 2017, Sealed Air began the sale process for Diversey, through an auction process. Signing took place on 25 March. To finance the acquisition, the acquisition vehicle (i) entered into a USD 1,967 million senior secured term loan facility and a USD 250 million senior secured revolving credit facility, (ii) made an equity contribution of USD 815 million, and (iii) issued senior notes for the aggregate principal amount of EUR 450 million due 2025 with an interest rate of 5.625% per annum.

The NautaDutilh team consisted of, inter alia, Ruud Smits, Peter Vogels, Wijnand Bossenbroek, Arief Roelse, Gijs van Nes, Joyce Trebus, Niels Hagelstein, Edward Rijnhout, Tom Vincken, Elke Janssen, Maxime Colle, Romain Sabatier, Antonia Netiv Michelle van Doren, Sabrina Legerstee en Mariëlle van Nimwegen.