DSEY / Diversey Holdings Ltd - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40293 Diversey Holdings, Ltd. (Exact name of registrant as specified in

UNITED STATES 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): July 5, 2023 Diversey Holdings, L

UNITED STATES 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): July 5, 2023 Diversey Holdings, Ltd. (Exact name of Registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40293 (Commission File No

Solenis Completes Acquisition of Diversey for $4.6 Billion

Exhibit 99.1 News Release July 5, 2023 FOR IMMEDIATE RELEASE Solenis Completes Acquisition of Diversey for $4.6 Billion Deal combines two industry leaders in adjacent but highly complementary markets WILMINGTON, Del. (USA) — Solenis, a leading manufacturer of specialty chemicals used in water-intensive industries, has completed its previously announced acquisition of Diversey Holdings, Ltd., effec

THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION DIVERSEY HOLDINGS, LTD. (EFFECTIVE ON 5 JULY 2023 PURSUANT TO A PLAN OF MERGER DATED 5 JULY 2023) REF: SB/NH/P1760-176577 THE COMPANIES ACT (AS AM

Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF DIVERSEY HOLDINGS, LTD. (EFFECTIVE ON 5 JULY 2023 PURSUANT TO A PLAN OF MERGER DATED 5 JULY 2023) REF: SB/NH/P1760-176577 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF DIVERSEY HOLDINGS, LTD. (EFFECTIVE ON 5 JULY 2023 PU

AMENDED AND RESTATED ROLLOVER CONTRIBUTION AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED ROLLOVER CONTRIBUTION AGREEMENT THIS AMENDED AND RESTATED ROLLOVER CONTRIBUTION AGREEMENT (this “Agreement”) is made as of July 5, 2023, by and among Olympus Water Holdings I, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, Topco GP (as defined below) (“Topco”), Solenis Holding Limited, a private limited company incorporated in

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 4 Diversey Holdings, Ltd. (Name of the Issuer) Diversey Holdings, Ltd. Olympus W

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 4 Diversey Holdings, Ltd. (Name of the Issuer) Diversey Holdings, Ltd. Olympus Water Holdings IV, L.P. Platinum Equity Capital Partners IV, L.P. Platinum Equity Capital Partners V, L.P. BCPE Diamond Investor, LP BCPE Diamond GP, L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Registration No. 333-255216 As filed with the Securities and Exchange Commission on July 5, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-255216 UNDER THE SECURITIES ACT OF 1933 DIVERSEY HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdi

UNITED STATES 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): June 14, 2023 Diversey Holdings,

UNITED STATES 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): June 14, 2023 Diversey Holdings, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40293 (Commission File N

UNITED STATES 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): June 8, 2023 Diversey Holdings, L

UNITED STATES 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): June 8, 2023 Diversey Holdings, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40293 (Commission File Nu

Other Events

UNITED STATES 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): May 30, 2023 Diversey Holdings, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40293 (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 3 Diversey Holdings, Ltd. (Name of the Issuer) Diversey Holdings, Ltd. Olympus W

SC 13E3/A 1 tm2311114-5sc13e3a.htm SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 3 Diversey Holdings, Ltd. (Name of the Issuer) Diversey Holdings, Ltd. Olympus Water Holdings IV, L.P. Diamond Merger Limited Platinum Equity Capital Partners IV, L.P. Platinum Equity C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFM14A 1 tm2311231-5defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 2 Diversey Holdings, Ltd. (Name of the Issuer) Diversey Holdings, Ltd. Olympus W

SC 13E3/A 1 tm2311114-4sc13e3a.htm SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 2 Diversey Holdings, Ltd. (Name of the Issuer) Diversey Holdings, Ltd. Olympus Water Holdings IV, L.P. Diamond Merger Limited Platinum Equity Capital Partners IV, L.P. Platinum Equity C

51 WEST 52ND STREET NEW YORK, N.Y. 10019-6150 TELEPHONE: (212) 403-1000 FACSIMILE: (212) 403-2000

MARTIN LIPTON HERBERT M. WACHTELL THEODORE N. MIRVIS EDWARD D. HERLIHY DANIEL A. NEFF ANDREW R. BROWNSTEIN STEVEN A. ROSENBLUM JOHN F. SAVARESE SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH RALPH M. LEVENE RICHARD G. MASON ROBIN PANOVKA DAVID A. KATZ ILENE KNABLE GOTTS JEFFREY M. WINTNER TREVOR S. NORWITZ BEN M. GERMANA ANDREW J. NUSSBAUM RACHELLE SILVERBERG STEVEN A. COHEN DEBORAH L. PAUL DA

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 1 Diversey Holdings, Ltd. (Name of the Issuer) Diversey Holdings, Ltd. Olympus W

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 1 Diversey Holdings, Ltd. (Name of the Issuer) Diversey Holdings, Ltd. Olympus Water Holdings IV, L.P. Diamond Merger Limited Platinum Equity Capital Partners IV, L.P. Platinum Equity Capital Partners V, L.P. BCPE Diamond Investor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No. 001-40293 DIVERSEY HOLDINGS, LTD. (

Diversey Holdings, Ltd. Condensed Consolidated Balance Sheets (in millions except per share amounts) March 31, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 125.7 $ 205.6 Trade receivables, net of allowance for doubtful ac

Exhibit 99.1 News Release DIVERSEY REPORTS FIRST QUARTER 2023 RESULTS •Reported sales +5.5% compared to prior year; +12.6% adjusted for constant currency •Loss before taxes of $44.3 million for the first quarter, representing loss before taxes margin of (6.4)% ◦Adjusted EBITDA was $52.6 million, representing Adjusted EBITDA margin of 7.6% FORT MILL, S.C., May 4, 2023: Diversey Holdings, Ltd. ("Div

UNITED STATES 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 May 4, 2023 Date of Report (Date of earliest event reported) DIVERSEY HOLDINGS, LTD

UNITED STATES 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 May 4, 2023 Date of Report (Date of earliest event reported) DIVERSEY HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40293 Not applicable (State or other jurisdiction of incorporation or orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No. 001-40293 DIVERSEY H

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 1, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 13, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 23, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated March 4, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Equity Commitment Letter, dated as of March 8, 2023 (as amended modified or supplemented (including by waiver or consent) from time to time), by and among Olympus Water Holdings IV, L.P., Platinum Equity Capital Partners IV, L.P. and Platinum Equity Capital Partners V, L.P.

Exhibit (d)(vi) Platinum Equity Capital Partners IV, L.P. Platinum Equity Capital Partners V, L.P. 360 North Crescent Drive, South Building Beverly Hills, California 90210 March 8, 2023 Olympus Water Holdings IV, L.P. c/o Platinum Equity Advisors, LLC 360 North Crescent Drive, South Building Beverly Hills, California 90210 Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 9, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 22, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 14, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 22, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 24, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Section 238 of the Companies Act (2023 Revision) of the Cayman Islands (included as Annex H to the Proxy Statement and incorporated herein by reference).

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 16, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated March 1, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Calculation of Filing Fee Tables Schedule 14A (Form Type) Diversey Holdings, Ltd. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees

Exhibit 107 Calculation of Filing Fee Tables Schedule 14A (Form Type) Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 15, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated March 1, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 28, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 27, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 15, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 17, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 21, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated March 2, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 15, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Limited Guarantee, dated March 8, 2023, between Platinum Capital Partners IV, L.P., Platinum Equity Capital Partners V, L.P. and Diversey Holdings, Ltd.

Exhibit (d)(vii) Limited Guarantee This Limited Guarantee, dated as of March 8, 2023 (this “Guarantee”), is made by Platinum Equity Capital Partners IV, L.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Diversey Holdings, Ltd. (Name of the Issuer) Diversey Holdings, Ltd. Olympus Water Holdings IV

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Diversey Holdings, Ltd. (Name of the Issuer) Diversey Holdings, Ltd. Olympus Water Holdings IV, L.P. Diamond Merger Limited Platinum Equity Capital Partners IV, L.P. Platinum Equity Capital Partners V, L.P. BCPE Diamond Investor, LP BCPE Diamon

Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated March 7, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 13, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated March 3, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated February 14, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

Preliminary Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated January 26, 2023.

Project Talent Discussion Materials Prepared for the Special Committee of the Board of Directors of Diversey Holdings, Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No. 001-40293 DIVERSEY HOLDINGS, LTD. (Exact

Offer Letter, dated as of May 17, 1989, by and between Rudolf Verheul and Nederlandse Unilever Bedrijven B.V. (

exhbit1010verheulofferle Dutch Unilever Companies B.V. (besloten vennootschap [private limited liability company]) Postal address: PO Box 760 Office address: Museumpark 1 3000 DK Rotterdam Unilever telegrams Phone 010-464 59 11 Telex 21415 Mr R.C.S. Verheul Rotterdam, 17 May 1989 Dear Mr Verheul, We hereby confirm your transfer to the Development Application Centre as of 15 June 1989. As of this d

Diversey Holdings, Ltd. Consolidated Balance Sheets

Exhibit 99.1 News Release DIVERSEY REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS · Reported sales +4.3% in the fourth quarter compared to prior year and full year 2022 reported sales +5.6% · Net loss of $59.5 million for the fourth quarter and $169.3 million for full year 2022 ◦ Fourth quarter Adjusted EBITDA was $93.4 million, representing Adjusted EBITDA margin of 13.3% ◦ Full year Adjusted

UNITED STATES 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 March 17, 2023 Date of Report (Date of earliest event reported) DIVERSEY HOLDINGS,

UNITED STATES 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 March 17, 2023 Date of Report (Date of earliest event reported) DIVERSEY HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40293 Not applicable (State or other jurisdiction of incorporation or o

Employment Agreement for an Indefinite Period, by and among Diversey Europe Operations B.V and Sinead Kwant dated August 31, 2020 (filed herewith)

EX-10.19 5 exhibit101920200908skwa.htm EX-10.19

Amendment to Employment Agree Employment Agreement for an Indefinite Period, by and among Diversey Europe Operations B.V and Sinead Kwant, dated January 11, 2021. (filed herewith)

exhibit1020kwantexecuted AMENDMENT TO EMPLOYMENT AGREEMENT FOR AN INDEFINITE PERIOD BETWEEN DIVERSEY EUROPE OPERATIONS B.

Offer Letter, by and between Gaetano Redaelli and Diversey S.P.A. (

exhibit109redaelliofferl VIA MEUCCI 40 – 20128 MILAN – TELEPHONE 02/2593041 (5 lines) 2593141 (3 lines) – TELEX 340230 DIVSEY TELEFAX 2566960 – CASELLA POSTALE 71 – 26013 CREMA – DIVERSEY TELEGRAPHIC ADDRESS – MILAN LECNICC TRAINING AND WORK PROJECT SCHEME FOR TECHNICAL SALESPERSON FOR LARGE FOOD INDUSTRY CLIENTS Company Name: DIVERSEY S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Diversey Holdings, Ltd. Consolidated Balance Sheets (in millions except share and per share amounts) December 31, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 205.6 $ 207.6 Trade receivables, net of allowance for doubtful

Exhibit 99.1 News Release DIVERSEY REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS •Reported sales +4.3% in the fourth quarter compared to prior year and full year 2022 reported sales +5.6% •Net loss of $59.5 million for the fourth quarter and $169.3 million for full year 2022 ◦Fourth quarter Adjusted EBITDA was $93.4 million, representing Adjusted EBITDA margin of 13.3% ◦Full year Adjusted EBIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant  ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Stat

Description of Registrant’s Securities (filed herewith)

Exhibit 4.5 Description of Securities The following description sets forth certain material terms and provisions of the securities of Diversey Holdings, Ltd. (“we,” “us,” “our” or the “Company”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following description of the Company’s securities is a summary and does not purport to be complete. This descrip

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Tax Receivable Termination Agreement, dated as of March 8, 2023, by and among Diversey Holdings, Ltd., Diversey Holdings I (UK) Limited and BCPE Diamond Cayman Holding Limited.

Exhibit 10.4 TAX RECEIVABLE TERMINATION AGREEMENT This TAX RECEIVABLE TERMINATION AGREEMENT (this “Agreement”), dated as of March 8, 2023 (the “Effective Date”), is entered into by and among Diversey Holdings, Ltd., a Cayman Islands exempted corporation (“Pubco”), Diversey Holdings I (UK) Limited, a private limited company organized in England and Wales and a wholly owned Subsidiary of Pubco (as d

Press Release, dated March 8, 2023.

Exhibit 99.1 March 8, 2023 Diversey to be Acquired by Solenis for $4.6 Billion Diversey Public Shareholders to Receive $8.40 Per Share in Cash in “Go Private” Transaction Combined company will allow for expanded markets and additional sustainable solutions WILMINGTON, Del. and FORT MILL, S.C. – March 8, 2023 – Solenis (“Solenis”) and Diversey Holdings, Ltd. (“Diversey” or the “Company”) (NASDAQ: D

Voting Agreement, dated as of March 8, 2023, by and among Diversey Holdings, Ltd., BCPE Diamond Investor, LP and Olympus Water Holdings IV, L.P.

EX-10.2 4 tm238735d6ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 VOTING AGREEMENT This VOTING AGREEMENT, dated as of March 8, 2023 (this “Agreement”), is entered into by and among Olympus Water Holdings IV, L.P., a Cayman Islands exempted limited partnership, acting by its General Partner (“Parent”), BCPE Diamond Investor, LP, a Delaware limited partnership (the “Stockholder”) and Diversey Holdings, Ltd.,

Tax Indemnity Agreement, dated as of March 8, 2023, by and among the Olympus Water Holdings IV, L.P., Diamond Merger Limited, Diversey Holdings, Ltd., Diversey Holdings I (UK), Olympus Water Holdings I, L.P., the BCPE Diamond Investor, LP, and BCPE Diamond Cayman Holding Limited (included as Annex E to the Proxy Statement and incorporated herein by reference).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 Diversey Holdings, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-4029

Email to Customers, dated March 8, 2023 (included in Schedule 14A filed on March 8, 2023 and incorporated herein by reference).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant  ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Stat

Current Report on Form 8-K, dated March 8, 2023 (included in Schedule 14A filed on March 8, 2023 and incorporated herein by reference).

UNITED STATES 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): March 8, 2023 Diversey Holdings, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40293 (Commission File N

Employee FAQ, dated March 8, 2023 (included in Schedule 14A filed on March 8, 2023 and incorporated herein by reference).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant  ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Stat

UNITED STATES 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): March 8, 2023 Diversey Holdings,

UNITED STATES 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): March 8, 2023 Diversey Holdings, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40293 (Commission File N

Tax Indemnity Agreement, dated as of March 8, 2023, by and among Olympus Water Holdings IV, L.P., acting by its general partner, Olympus Water Holdings Limited, Diamond Merger Sub, Diversey Holdings, Ltd., Diversey Holdings I (UK) Limited, Olympus Water Holdings I, L.P., BCPE Diamond Investor, LP and BCPE Diamond Cayman Holding Limited.

Exhibit 10.3 TAX INDEMNITY AGREEMENT This TAX INDEMNITY AGREEMENT (this “Agreement”), dated as of March 8, 2023, is entered into by and among Olympus Water Holdings IV, L.P., a Cayman Islands exempted limited partnership (“Parent”), Diamond Merger Limited, a Cayman Islands exempted company and a wholly-owned Subsidiary of Parent (“Merger Sub”), Diversey Holdings, Ltd., a Cayman Islands exempted co

Rollover Contribution Agreement, dated as of March 8, 2023, by and among BCPE Diamond Investor, LP and Olympus Water Holding I, L.P.

Exhibit 10.1 ROLLOVER CONTRIBUTION AGREEMENT THIS ROLLOVER CONTRIBUTION AGREEMENT (this “Agreement”) is made as of March 8, 2023, by and between Olympus Water Holdings I, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, Topco GP (as defined below) (“Topco”), and the investor listed on Schedule I attached hereto (“Investor”). Capitalized terms used in this Agreeme

Email to Employees, dated March 8, 2023 (included in Schedule 14A filed on March 8, 2023 and incorporated herein by reference).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant  ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Stat

Agreement and Plan of Merger, dated as of March 8, 2023, by and among Olympus Water Holdings IV, L.P., acting by its general partner, Olympus Water Holdings Limited, Diamond Merger Limited and Diversey Holdings, Ltd.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Olympus Water Holdings IV, L.P., DIAMOND MERGER LIMITED and DIVERSEY HOLDINGS, LTD. Dated as of March 8, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Index of Defined Terms 21 1.3 Certain Interpretations 24 Article II THE MERGER 26 2.1 The Merger 26 2.2 The Effective Time 26 2.3 The Closing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 Diversey Holdings, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-4029

Diversey to be Acquired by Solenis for $4.6 Billion Diversey Public Shareholders to Receive $8.40 Per Share in Cash in “Go Private” Transaction Combined company will allow for expanded markets and additional sustainable solutions

Exhibit 99.1 March 8, 2023 Diversey to be Acquired by Solenis for $4.6 Billion Diversey Public Shareholders to Receive $8.40 Per Share in Cash in “Go Private” Transaction Combined company will allow for expanded markets and additional sustainable solutions WILMINGTON, Del. and FORT MILL, S.C. – March 8, 2023 – Solenis (“Solenis”) and Diversey Holdings, Ltd. (“Diversey” or the “Company”) (NASDAQ: D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No. 001-40293 DIVERSEY HOLDINGS, LT

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 November 3, 2022 Date of Report (Date of earliest event reported) DIVERSEY HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40293 Not applicable (State or other jurisdiction of incorporation or

DIVERSEY ANNOUNCES THIRD QUARTER 2022 RESULTS

Exhibit 99.1 News Release DIVERSEY ANNOUNCES THIRD QUARTER 2022 RESULTS ?Reported sales +3.6% compared to prior year; +17.3% in constant currency ?Institutional (2%) reported sales and +12% in constant currency ?Food and Beverage +18% reported sales and +33% in constant currency ?Net Loss of $36.5 million for the third quarter ?Adjusted EBITDA was $88.0 million, representing Adjusted EBITDA margin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 November 1, 2022 Date of Report (Date of earliest event reported) Diversey Holdings, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40293 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No. 001-40293 DIVERSEY HOLDINGS, LTD. (E

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 August 4, 2022 Date of Report (Date of earliest event reported) DIVERSEY HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40293 Not applicable (State or other jurisdiction of incorporation or o

DIVERSEY ANNOUNCES SECOND QUARTER 2022 RESULTS

Exhibit 99.1 News Release DIVERSEY ANNOUNCES SECOND QUARTER 2022 RESULTS ?Reported sales +10.0% compared to prior year; +20.6% in constant currency ?Institutional +7% reported sales and +17% in constant currency ?Food and Beverage +18% reported sales and +29% in constant currency ?Net Loss attributable to common stockholders of $34.2 million for the second quarter ?Adjusted EBITDA was $88.4 millio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 June 7, 2022 Date of Report (Date of earliest event reported) Diversey Holdings, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40293 (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No. 001-40293 DIVERSEY HOLDINGS, LTD. (

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 May 10, 2022 Date of Report (Date of earliest event reported) DIVERSEY HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40293 Not applicable (State or other jurisdiction of incorporation or org

DIVERSEY ANNOUNCES FIRST QUARTER 2022 RESULTS; REAFFIRMS FULL YEAR REVENUE AND ADJUSTED EBITDA GUIDANCE

Exhibit 99.1 News Release DIVERSEY ANNOUNCES FIRST QUARTER 2022 RESULTS; REAFFIRMS FULL YEAR REVENUE AND ADJUSTED EBITDA GUIDANCE ?Reported sales +4.5% compared to prior year; Acquisition adjusted constant currency +7.0% ?Food and Beverage reported sales +14.8% compared to prior year ?Institutional reported sales +0.9% compared to prior year ?Institutional base sales excluding infection prevention

Submission of Matters to a Vote of Security Holders

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 May 4, 2022 Date of Report (Date of earliest event reported) Diversey Holdings, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40293 (Commission File Number) Not applic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No. 001-40293 DIVERSEY HOLDINGS, LTD. (Exact

or an Indefinite Period, by and among Diversey Europe Operations B.V and Sinead Kwant dated August 31, 2020

Description of Registrant’s Securities (filed herewith)

Exhibit 4.5 Description of Securities The following description sets forth certain material terms and provisions of the securities of Diversey Holdings, Ltd. (?we,? ?us,? ?our? or the ?Company?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following description of the Company?s securities is a summary and does not purport to be complete. This descrip

Amendment to Employment Agree Employment Agreement for an Indefinite Period, by and among Diversey Europe Operations B.V and Sinead Kwant, dated January 11, 2021. (filed herewith)

AMENDMENT TO EMPLOYMENT AGREEMENT FOR AN INDEFINITE PERIOD BETWEEN DIVERSEY EUROPE OPERATIONS B.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 March 9, 2022 Date of Report (Date of earliest event reported) DIVERSEY HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40293 Not applicable (State or other jurisdiction of incorporation or or

Diversey Holdings, Ltd. Consolidated Balance Sheets (in millions except per share amounts) December 31, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 207.6 $ 192.9 Trade receivables, net of allowance for doubtful accounts

Exhibit 99.1 News Release DIVERSEY REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS; PROVIDES 2022 GUIDANCE FORT MILL, S.C., March 9, 2022: Diversey Holdings, Ltd. ("Diversey") (NASDAQ: DSEY) announced fourth quarter and full year results with continued top line growth and margin expansion. ?Net loss attributable to common stockholders was $35.7 million for the fourth quarter and $174.8 million f

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES 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): March 1, 2022 Diversey Holdings, Ltd. (Exact name of registrant specified in its charter) Cayman Islands 001-40293 Not applicable (State or Other Jurisdiction Of Incorporation) (Commi

Diversey Appoints Katherine S. Zanotti to its Board of Directors

Exhibit 99.1 Diversey Appoints Katherine S. Zanotti to its Board of Directors FORT MILL, S.C., 1st March, 2022 (GLOBE NEWSWIRE) - Diversey Holdings, Ltd. (NASDAQ: DSEY), a leading provider of hygiene, infection prevention and cleaning solutions, has appointed Katherine S. Zanotti to the company?s board of directors, effective March 1, 2022. This appointment will bring the total number of directors

Other Events, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 17, 2022 Diversey Holdings, Ltd.

DSEY / Diversey Holdings, Ltd. / BCPE Diamond Investor, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): January 24, 2022 Diversey Holdings, Ltd. (Exact name of registrant specified in its charter) Cayman Islands 001-40293 Not applicable (State or Other Jurisdiction Of Incorporation) (Co

Diversey Strengthens Presence in Europe with Accretive Acquisition of Shorrock Trichem

Exhibit 99.1 Diversey Strengthens Presence in Europe with Accretive Acquisition of Shorrock Trichem Acquisition Highlights: ? Strengthens leading market position in the UK. ? Expands portfolio of products and services, including innovative sustainability solutions. ? Enhances Diversey?s sales and service capabilities through Shorrock?s experienced employees and distribution infrastructure, allowin

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): December 6, 2021 Diversey Holdings, Ltd. (Exact name of registrant specified in its charter) Cayman Islands 001-40293 Not applicable (State or Other Jurisdiction Of Incorporation) (Co

Diversey completes acquisition of Birko Corporation and Chad Equipment LLC

Exhibit 99.1 Diversey completes acquisition of Birko Corporation and Chad Equipment LLC Acquisition Highlights: ? Enhances Diversey?s scale and competitive position in the global food and beverage market, making Diversey a leading player in North America and in every major market around the world ? Transforms Diversey?s North America sales and technical service footprint, which is a top strategic

As filed with the Securities and Exchange Commission on November 15, 2021.

As filed with the Securities and Exchange Commission on November 15, 2021. No. 333-260875 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Diversey Holdings, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands 2842 Not applicable (State or other jurisdict

15,000,000 Ordinary Shares Diversey Holdings, Ltd.

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-260875? 15,000,000 Ordinary Shares Diversey Holdings, Ltd. We are selling 15,000,000 of our ordinary shares. Our ordinary shares are listed on the NASDAQ Global Select Market under the symbol ?DSEY.? On November 10, 2021, the last reported sales price of our ordinary shares on the NASDAQ Global Select Market was $15.12 per

Diversey Holdings, Ltd. 15,000,000 Shares

FWP 1 tm2123479d9fwp.htm FWP Issuer Free Writing Prospectus Dated November 10, 2021 Filed pursuant to Rule 433 Registration Statement No. 333-260875 Diversey Holdings, Ltd. 15,000,000 Shares The following information supplements the Preliminary Prospectus dated November 8, 2021 (the “Preliminary Prospectus”). Issuer: Diversey Holdings, Ltd. Ordinary Shares offered hereby: 15,000,000 Option to purc

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November 8, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.

Amended and Restated Memorandum and Articles of Association of Diversey Holdings, Ltd.

? Exhibit 3.1 ? THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES ? AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION ? OF ? DIVERSEY HOLDINGS, LTD. (ADOPTED BY SPECIAL RESOLUTION DATED 17 MARCH 2021 AND EFFECTIVE ON 24 MARCH 2021) ? ? ? THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES ? AMENDED AND RESTATED MEMORANDUM OF ASSOCIA

Form of Underwriting Agreement

Exhibit 1.1 DIVERSEY HOLDINGS, LTD. [·] ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT [·], 2021 [·], 2021 Citigroup Global Markets Inc. Morgan Stanley & Co. LLC c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Diversey Holdings, Ltd., an exempted company in

November 8, 2021

November 8, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.

Powers of attorney (included on signature page)

Table of Contents ? As filed with the Securities and Exchange Commission on November 8, 2021.

Diversey Holdings, Ltd. Condensed Consolidated Balance Sheets (in millions except per share amounts) September 30, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 68.8 $ 192.9 Trade receivables, net of allowance for doubtful

Exhibit 99.1 News Release DIVERSEY REPORTS THIRD QUARTER 2021 RESULTS FORT MILL, S.C., November 5, 2021: Diversey Holdings, Ltd. ("Diversey") (NASDAQ: DSEY) announced Q3 results with continued quarter-over-quarter top line growth and margin expansion. THIRD QUARTER HIGHLIGHTS ?Reported Q3 net sales declined 2.4% vs 2020 as continued strength in Food & Beverage and encouraging base Institutional re

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 November 5, 2021 Date of Report (Date of earliest event reported) DIVERSEY HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40293 Not applicable (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No. 001-40293 DIVERSEY HOLDINGS, LT

Indenture, dated as of September 29, 2021, by and among the parties signatory as guarantors thereto and Wilmington Trust, National Association as trustee under the Indenture (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2021)

Exhibit 4.1 Execution Version Diamond (BC) B.V., as Issuer the GUARANTORS party hereto from time to time AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 4.625% Senior Notes due 2029 INDENTURE Dated as of September 29, 2021 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 51 SECTION 1.3. [Reserved] 53 SECT

Third Amendment, dated September 29, 2021, to the Credit Agreement, dated as of September 6, 2017, by and among BCPE Diamond Netherlands Topco, B.V., Diamond (BC) B.V., the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch as the administrative agent, the collateral agent and a letter of credit issuer party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2021)

Exhibit 10.1 Execution Copy AMENDMENT NO. 3 AMENDMENT NO. 3, dated as of September 29, 2021 (this ?Agreement?), by and among the Amendment No. 3 Refinancing Term Loan Lender set forth on the signature page hereto (the ?Amendment No. 3 Refinancing Term Loan Lender?), DIAMOND (BC) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under laws

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES 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): September 29, 2021 Diversey Holdings, Ltd. (Exact name of registrant specified in its charter) Cayman Islands 001-40293 Not applicable (State or Other Jurisdiction Of Incorporation) (

Other Events

UNITED STATES 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): September 8, 2021 Diversey Holdings, Ltd. (Exact name of registrant specified in its charter) Cayman Islands 001-40293 Not applicable (State or Other Jurisdiction Of Incorporation) (C

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES 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): September 1, 2021 Diversey Holdings, Ltd. (Exact name of registrant specified in its charter) Cayman Islands 001-40293 Not applicable (State or Other Jurisdiction Of Incorporation) (C

Diversey Appoints Rod Hochman, M.D. to its Board of Directors

Exhibit 99.1 Diversey Appoints Rod Hochman, M.D. to its Board of Directors FORT MILL, S.C., 1st September, 2021 (GLOBE NEWSWIRE) - Diversey Holdings, Ltd. (NASDAQ: DSEY), a leading provider of hygiene, infection prevention and cleaning solutions, has appointed Rod Hochman, M.D. to the company?s board of directors, effective September 1, 2021. This appointment will bring the total number of directo

Confidential Treatment Requested by Diversey Holdings, Ltd. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially to the Securities and Exchange Commission on August 25, 2021. This draft registration statement has not been publicly filed w

TABLE OF CONTENTS Confidential Treatment Requested by Diversey Holdings, Ltd. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially to the Securities and Exchange Commission on August 25, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. No. 333-??????? ? ? UNITED STAT

Diversey Holdings, Ltd. Condensed Consolidated Balance Sheets (in millions except per share amounts) June 30, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 70.7 $ 192.9 Trade receivables, net of allowance for doubtful acco

Exhibit 99.1 News Release DIVERSEY REPORTS SECOND QUARTER 2021 RESULTS FORT MILL, S.C., August 13, 2021: Diversey Holdings, Ltd. ("Diversey") (NASDAQ: DSEY) announced Q2 results with continued strength in Food & Beverage and better than expected recovery in base Institutional business in countries where reopenings have begun. SECOND QUARTER HIGHLIGHTS ?Reported Q2 net sales grew 3.9% vs 2020 with

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 August 13, 2021 Date of Report (Date of earliest event reported) DIVERSEY HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40293 Not applicable (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No. 001-40293 DIVERSEY HOLDINGS, LTD. (E

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 May 14, 2021 Date of Report (Date of earliest event reported) DIVERSEY HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40293 Not applicable (State or other jurisdiction of incorporation or org

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No. 001-40293 DIVERSEY HOLDINGS, LTD. (

Diversey Holdings, Ltd. Condensed Consolidated Balance Sheets (in millions except per share amounts) March 31, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 113.0 $ 192.9 Trade receivables, net of allowance for doubtful ac

Exhibit 99.1 News Release DIVERSEY REPORTS FIRST QUARTER 2021 RESULTS FIRST QUARTER HIGHLIGHTS ?Q1 top line grew 2% vs 2019 pre-COVID-19 baseline and -3.6% vs 2020 despite more restrictive COVID-19 lockdowns than expected ?Net loss of $95.7 million in Q1 driven by significant IPO related costs ?Adjusted net income of $27.2 million versus $22.5 million in Q1 2020, representing 20.9% growth ?Adjuste

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As filed with the Securities and Exchange Commission on April 13, 2021 Registration No.

Diversey Holdings, Ltd. 2021 Omnibus Incentive Plan

Exhibit 99.1 DIVERSEY HOLDINGS, LTD. 2021 Omnibus Incentive Plan 1. Purpose. The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for shareholders of the Company by closely aligning the interests of such individuals

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES 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 March 29, 2021 Date of Report (Date of earliest event reported) DIVERSEY HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40293 Not applicable (State or other jurisdiction of incorporation) (Co

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.

Exhibit 10.2 Execution Version JOINDER AGREEMENT AND AMENDMENT NO. 2 JOINDER AGREEMENT AND AMENDMENT NO. 2, dated as of March 29, 2021 (this ?Agreement?), by and among each 2021-1 New Revolving Loan Lender set forth on the signature pages hereto (each, a ?2021-1 New Revolving Loan Lender?), DIAMOND (BC) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid

Investor Rights Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2021)

Exhibit 10.1 INVESTOR RIGHTS AGREEMENT BY AND AMONG DIVERSEY HOLDINGS, LTD. AND CERTAIN SHAREHOLDERS DATED AS OF March 29, 2021 Table of Contents Page Article I EFFECTIVENESS 1 Section 1.1 Effectiveness 1 Article II DEFINITIONS 1 Section 2.1 Definitions 1 Section 2.2 Other Interpretive Provisions 5 Article III REGISTRATION RIGHTS 6 Section 3.1 Demand Registration 6 Section 3.2 Shelf Registration 8

46,153,846 Ordinary Shares Diversey Holdings, Ltd.

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4) ?Registration Statement No. 333-253676? 46,153,846 Ordinary Shares 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. The initial public offering price per share is $15.00. Our ordinary shares have been approved f

(b) The description of the Company’s ordinary shares contained in the Company’s Registration Statement on Form 8-A (File No. 001-40293) filed with the Commission on March 25, 2021, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such descriptions;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Diversey Holdings, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 1300

Diversey Holdings, Ltd. 1300 Altura Road, Suite 125 Fort Mill, South Carolina 29708 March 22, 2021

Diversey Holdings, Ltd. 1300 Altura Road, Suite 125 Fort Mill, South Carolina 29708 March 22, 2021 VIA EDGAR U.S. Securities and Exchange Commission Office of Healthcare and Insurance Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tracey McKoy Kevin Vaughn Jeffrey Gabor Joe McCann Re: Diversey Holdings, Ltd. Registration Statement on Form S-1 Initially Filed M

Transition Letter Agreement, dated as of October 4, 2019, by and between Mark Burgess and Diversey, Inc., as amended by that Amendment No. 1

Exhibit 10.7 DIVERSEY, INC. 2415 Cascade Point Blvd. Charlotte, NC 28208 October 4, 2019 Mr. Mark Burgess Via Email Re:Transition Letter Agreement Dear Mark: This letter agreement (this ?Letter Agreement?) will confirm our understanding with regard to your transition and resignation from employment with Diversey, Inc. (the ?Company?) without Good Reason (as defined in that certain Employment Agree

[Remainder of page intentionally left blank]

March 22, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.

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TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 19, 2021 No.

Form of Underwriting Agreement

Exhibit 1.1 DIVERSEY HOLDINGS, LTD. [?] ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT March [?], 2021 March [?], 2021 Citigroup Global Markets Inc. Morgan Stanley & Co. LLC c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Diversey Holdings, Ltd., an exempte

Service Agreement, dated as of July 14, 2020, by and between Diversey Limited and Philip Wieland, as amended by that First Amendment

Exhibit 10.4 DATED 14 July 2020 Diversey Limited (1) and Philip Robert Wieland (2) SERVICE AGREEMENT 1 THIS AGREEMENT IS DATED 14 July 2020 PARTIES: (1) Diversey Limited whose registered office is Weston Favell Centre, Northampton, NN3 8PD (the "Employer"); and (2) Philip Robert Wieland of Sixpenny Buckle, Clodhouse Hill, Woking, Surrey, GU22 0QS ("you"). AGREED TERMS: 1. DEFINITIONS 1.1 In this a

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1/A (No. 333-253676) filed with the SEC on March 16, 2021)

Exhibit 10.18 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of [ ], 2021 between Diversey Holdings, Ltd., an exempted company incorporated in the Cayman Islands (the ?Company?), and [ ] (?Indemnitee?). WITNESSETH THAT: WHEREAS, Indemnitee is either a member of the board of directors of the Company (the ?Board?) or an officer of the Company,

List of subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 (No. 333-253676) filed with the SEC on March 16, 2021)

Exhibit 21.1 Subsidiaries of the Registrant 1. Diamond (BC) B.V. 2. Diamond (BC) Netherlands Holding B.V. 3. Diversey, Inc. 4. Diversey Europe B.V. 5. Diversey Europe Operations B.V. 1

Form of Amended and Restated Memorandum and Articles of Association to be effective prior to the completion of this offering

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF DIVERSEY HOLDINGS, LTD. (adopted by special resolution dated [ ] 2021 and effective on [ ] 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF DIVERSEY HOLDINGS, L

Form of Restricted Share Notice and Restricted Share Agreement pursuant to the 2021 Omnibus Incentive Plan (Non-Senior Leadership Team) (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1/A (No. 333-253676) filed with the SEC on March 16, 2021)

EX-10.15 6 tm2035458d12ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 DIVERSEY HOLDINGS, LTD. Restricted SHARE Notice (2021 Omnibus Incentive PLAN) Diversey Holdings, Ltd. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an Award of the number of Restricted Shares set forth below (the “Restricted Shares” or “Award”). The Award is subject to all of th

Form of Restricted Share Notice and Restricted Share Agreement pursuant to the 2021 Omnibus Incentive Plan (Senior Leadership Team)

Exhibit 10.14 DIVERSEY HOLDINGS, LTD. Restricted SHARE Notice (2021 Omnibus Incentive PLAN) Diversey Holdings, Ltd. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan (the ?Plan?), hereby grants to Participant an Award of the number of Restricted Shares set forth below (the ?Restricted Shares? or ?Award?). The Award is subject to all of the terms and conditions as set forth in this Restr

Form of Tax Receivable Agreement (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A (No. 333-253676) filed with the SEC on March 16, 2021)

Exhibit 10.17 FORM OF TAX RECEIVABLE AGREEMENT by and among DIVERSEY HOLDING, LTD., Diversey Holdings I (UK) Limited, THE SHAREHOLDERS and THE SHAREHOLDER REPRESENTATIVE Dated as of [?], 2021 TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this ?Agreement?), dated as of [?], 2021, is hereby entered into by and among Diversey Holdings, Ltd., a Cayman Islands exempted corporation (?Pubco?),

Letter Agreement Re: Vesting and Lock-Up Provisions, dated as of March 14, 2021, by and between Mark Burgess and Diversey Holdings, Ltd. (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A (No. 333-253676) filed with the SEC on March 16, 2021)

Exhibit 10.8 Diversey Holdings, Ltd. March 14,2021 Mark Burgess 900 Brickell Key Blvd. Unit 2104 Miami, Florida 33131 Re: Vesting and Lock-Up Provisions Dear Mr. Burgess ("you"): In connection with the closing (the "Closing") of the contemplated initial public offering (the "IPO") of ordinary shares of Diversey Holdings, Ltd., a Cayman Islands exempted company (the "Company"), the parties hereto a

Form of Investor Rights Agreement by and among Diversey Holdings, Ltd. and the other persons named therein to be entered into prior to the completion of this offering.

Exhibit 10.3 INVESTOR RIGHTS AGREEMENT BY AND AMONG DIVERSEY HOLDINGS, LTD. AND CERTAIN SHAREHOLDERS DATED AS OF [?], 2021 Table of Contents Page Article I EFFECTIVENESS 1 Section 1.1 Effectiveness 1 Article II DEFINITIONS 1 Section 2.1 Definitions 1 Section 2.2 Other Interpretive Provisions 5 Article III REGISTRATION RIGHTS 6 Section 3.1 Demand Registration 6 Section 3.2 Shelf Registration 8 Sect

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 16, 2021 No.

1

March 8, 2021 U.S. Securities and Exchange Commission Office of Healthcare and Insurance Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tracey McKoy Kevin Vaughn Jeffrey Gabor Joe McCann RE: Diversey Holdings, Ltd. Draft Registration Statement on Form S-1 Submitted November 12, 2020 CIK No. 0001831617 Ladies and Gentleman: On behalf of Diversey Holdings, Ltd.

Supplemental Indenture No. 2, dated as of December 5, 2017, by and among the parties signatory as guarantors thereto and Wilmington Trust, National Association as trustee under the Indenture (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (No. 333-253676) filed with the SEC on March 1, 2021)

EX-4.3 4 tm2035458d9ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 Execution Version Supplemental Indenture No. 2 SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of December 5, 2017, by and among the parties that are signatories hereto as Guarantors (each a “Guaranteeing Party” and collectively, the “Guaranteeing Parties”) and Wilmington Trust, National Association, as Trustee under the Indent

Form S-1, as amended, originally filed with the Securities and Exchange Commission (the “Commission”) on March 1, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 1, 2021 No.

Escrow Release Date Supplemental Indenture, dated as of September 6, 2017, by and among the parties signatory as guarantors thereto and Wilmington Trust, National Association as trustee under the Indenture (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (No. 333-253676) filed with the SEC on March 1, 2021)

Exhibit 4.2 EXECUTION VERSION Escrow Release Date Supplemental Indenture SUPPLEMENTAL INDENTURE, (this ?Supplemental Indenture?) dated as of September 6, 2017, by and among the parties that are signatories hereto as Guarantors (each a ?Guaranteeing Party? and collectively, the ?Guaranteeing Parties?) and Wilmington Trust, National Association, as Trustee under the Indenture referred to below. W I

Indenture, dated as of August 8, 2018, by and among Diamond (BC) B.V., the guarantors party thereto from time to time, Wilmington Trust, National Association, as trustee and Citibank, N.A., London Branch, as paying agent, transfer agent, registrar and authentication agent.

Exhibit 4.1 EXECUTION VERSION DIAMOND (BC) B.V., as Issuer the GUARANTORS party hereto from time to time, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and CITIBANK, N.A., LONDON BRANCH, as Paying Agent, Transfer Agent, Registrar and Authentication agent ?450,000,000 5.625% Senior Notes due 2025 INDENTURE Dated as of August 8, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATIO

Form of Share Option Grant Notice and Nonqualified Share Option Agreement pursuant to the 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (No. 333-253676) filed with the SEC on March 1, 2021)

Exhibit 10.11 DIVERSEY HOLDINGS, LTD. SHARE Option Grant Notice (2021 omnibus INCENTIVE PLAN) Diversey Holdings, Ltd. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan (the ?Plan?), hereby grants to Participant an option to purchase the number of Shares set forth below (the ?Award?). The Award is subject to all of the terms and conditions as set forth in this Share Option Grant Notice (

Offer Letter, dated as of May 17, 1989, by and between Rudolf Verheul and Nederlandse Unilever Bedrijven B.V. (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (No. 333-253676) filed with the SEC on March 1, 2021)

EX-10.9 13 tm2035458d9ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 Nederlandse Unilever Bedrijven BV postadres: postbus 760 3000 DK Rotterdam telefoon 010-464 59 11 kantooradres: Museumpark 1 telegrammen Unilever telex21415 .De heer R.C.S. Verheul Geachte heer Verheul, Rotterdam, 17 mei 1989 Hierbij bevestigen wij Uw overplaatsing per 15 juni 1989 naar Development Application Centre. U zult met ingang van

Service Agreement, dated as of July 14, 2020, by and between Diversey Limited and Philip Wieland, as amended by that First Amendment (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (No. 333-253676) filed with the SEC on March 1, 2021)

Exhibit 10.4 DATED 14 July 2020 Diversey Limited (1) and Philip Robert Wieland (2) SERVICE AGREEMENT 1 THIS AGREEMENT IS DATED 14 July 2020 PARTIES: (1) Diversey Limited whose registered office is Weston Favell Centre, Northampton, NN3 8PD (the "Employer"); and (2) Philip Robert Wieland of Sixpenny Buckle, Clodhouse Hill, Woking, Surrey, GU22 0QS ("you"). AGREED TERMS: 1. DEFINITIONS 1.1 In this a

Form of Restricted Share Unit Notice and RSU Agreement pursuant to the 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (No. 333-253676) filed with the SEC on March 1, 2021)

Exhibit 10.12 DIVERSEY HOLDINGS, LTD. Restricted SHARE Unit Notice (2021 omnibus INCENTIVE PLAN) Diversey Holdings, Ltd. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan (the ?Plan?), hereby grants to Participant an Award of Restricted Share Units for the number of Shares set forth below (the ?Award?). The Award is subject to all of the terms and conditions as set forth in this Restric

Offer Letter, by and between Gaetano Redaelli and Diversey S.P.A.

Exhibit 10.8 \ Diversey/\ !lQd'W arioni ., 8CHEMI\ DIPHn1;r::TTO DI F'OFr'i/\ZT.OUE E L/11./fJ[:(l ['.

Form of Restricted Share Notice and Restricted Share Agreement pursuant to the 2021 Omnibus Incentive Plan (Senior Leadership Team) (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (No. 333-253676) filed with the SEC on March 1, 2021)

Exhibit 10.13 DIVERSEY HOLDINGS, LTD. Restricted SHARE Notice (2021 Omnibus Incentive PLAN) Diversey Holdings, Ltd. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan (the ?Plan?), hereby grants to Participant an Award of the number of Restricted Shares set forth below (the ?Restricted Shares? or ?Award?). The Award is subject to all of the terms and conditions as set forth in this Restr

Credit Agreement, dated as of September 6, 2017, by and among BCPE Diamond Netherlands Topco, B.V., Diamond (BC) B.V., the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch as the administrative agent, the collateral agent and a letter of credit issuer party thereto.

Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of September 6, 2017 By and among BCPE DIAMOND NETHERLANDS TOPCO, B.V., as Holdings, DIAMOND (BC) B.V., as the Borrower, The several Lenders from time to time parties hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer and a Lender, and CREDIT SUISSE SECURITIES (US

Management Agreement, dated September 6, 2017, by and between BCPE Diamond US Holdco Inc., Diamond (BC) Netherlands Holding B.V. and Bain Capital Private Equity, LP. (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (No. 333-253676) filed with the SEC on March 1, 2021)

Exhibit 10.14 EXECUTION VERSION PRIVILEGED & CONFIDENTIAL Management Agreement This Management Agreement (this "Agreement") is entered into as of 6 September 2017 between, on the one hand, BCPE Diamond US Holdco Inc. and Diamond (BC) Netherlands Holding B.V. (together, the "Companies") and, on the other hand, Bain Capital Private Equity, LP, a Delaware limited partnership (the "Manager"). RECITALS

Joinder Agreement and Amendment No. 1, dated as of June 23, 2020, by and among Credit Suisse AG, Cayman Islands Branch, Diamond (BC) B.V. and Credit Suisse AG, Cayman Islands Branch as the administrative agent thereto (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-253676) filed with the SEC on March 1, 2021)

Exhibit 10.2 JOINDER AGREEMENT AND AMENDMENT NO. 1 Execution Version JOINDER AGREEMENT AND AMENDMENT NO. 1, dated as of June 23, 2020 (this ?Agreement?), by and among Credit Suisse AG, Cayman Islands Branch (the ?New Term Loan Lender?), Diamond (BC) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, havin

Employment Agreement, dated as of October 16, 2019, by and between Todd Herndon and Diversey, Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (No. 333-253676) filed with the SEC on March 1, 2021)

Exhibit 10.6 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made as of October 16, 2019 (the ?Execution Date?), by and among Diversey, Inc., a Delaware corporation (the ?Company?), Diamond (BC) B.V. (?Diamond?), and Todd Herndon (the ?Executive?). The Company, Diamond and the Executive are sometimes hereinafter referred to individually as a ?Party? and toget

Letter Agreement Re: New Severance Terms, dated as of September 3, 2019, by and between Paul Budsworth and Diversey, Inc.

Exhibit 10.5 September 3, 2019 To:PaulBudsworth From: Mark Burgess, CEO Subject: New Severance Terms Dear Paul, As you may recall, following the split from Sealed Air, you were deemed a participant eligible to receive severance benefits under the Diversey Enhanced Severance Plan. This Plan expires on September 6, 2019, which means that following that date, the Plan will no longer govern (1) your e

Transition Letter Agreement, dated as of October 4, 2019, by and between Mark Burgess and Diversey, Inc., as amended by that Amendment No. 1 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (No. 333-253676) filed with the SEC on March 1, 2021)

Exhibit 10.7 DIVERSEY, INC. 2415 Cascade Point Blvd. Charlotte, NC 28208 October 4, 2019 Mr. Mark Burgess Via Email Re:Transition Letter Agreement Dear Mark: This letter agreement (this ?Letter Agreement?) will confirm our understanding with regard to your transition and resignation from employment with Diversey, Inc. (the ?Company?) without Good Reason (as defined in that certain Employment Agree

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (No. 333-253676) filed with the SEC on March 1, 2021)

Exhibit 10.10 DIVERSEY HOLDINGS, LTD. 2021 Omnibus Incentive Plan 1.??????????????Purpose. The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for shareholders of the Company by closely aligning the interests of suc

EMPLOYMENT AGREEMENT

EX-10.5 4 filename4.htm Exhibit 10.5 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 16, 2019 (the “Execution Date”), by and among Diversey, Inc., a Delaware corporation (the “Company”), Diamond (BC) B.V. (“Diamond”), and Todd Herndon (the “Executive”). The Company, Diamond and the Executive are sometimes hereinafter referred to individuall

300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000

Bradley Reed, P.C. To Call Writer Directly: +1 312 862 7351 [email protected] 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200 February 9, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tracey M

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DRS/A 1 filename1.htm TABLE OF CONTENTS Confidential Treatment requested by Diversey Holdings, Ltd. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially to the Securities and Exchange Commission on February 9, 2021 pursuant to the Jumpstart Our Business Startups Act of 2012. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and al

EX-10.3

EX-10.3 2 filename2.htm Exhibit 10.3 DATED 14 July 2020 Diversey Limited (1) and Philip Robert Wieland (2) SERVICE AGREEMENT 1 THIS AGREEMENT IS DATED 14 July 2020 PARTIES: (1) Diversey Limited whose registered office is Weston Favell Centre, Northampton, NN3 8PD (the "Employer"); and (2) Philip Robert Wieland of Sixpenny Buckle, Clodhouse Hill, Woking, Surrey, GU22 0QS ("you"). AGREED TERMS: 1. D

EX-10.4

Exhibit 10.4 CONFIDENTIALITY AGREEMENT THIS AGREEMENT, effective as of September 27, 2017 (the "Effective Date"), is made by and between Michael Del Priore of 91 Wellington Court, Yorktown Heights, NY 10598 (hereinafter referred to as "MD"), and Diversey, Inc., a Delaware corporation, on behalf of itself and its affiliates, with offices located at 2415 Cascade Blvd, Charlotte, NC 28273 (hereinafte

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DRS/A 1 filename1.htm TABLE OF CONTENTS Confidential Treatment requested by Diversey Holdings, Ltd. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially to the Securities and Exchange Commission on January 15, 2021 pursuant to the Jumpstart Our Business Startups Act of 2012. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and al

Bradley Reed, P.C. To Call Writer Directly:

Bradley Reed, P.C. To Call Writer Directly: 300 North LaSalle Chicago, IL 60654 United States Facsimile: +1 312 862 7351 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com January 15, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tracey M

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TABLE OF CONTENTS Confidential Treatment requested by Diversey Holdings, Ltd. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially to the Securities and Exchange Commission on November 12, 2020 pursuant to the Jumpstart Our Business Startups Act of 2012. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein