UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )
Diversey Holdings, Ltd.
(Name of Issuer)
Ordinary Shares, $0.0001
par value per share
(Title of Class of Securities)
G28923103
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G28923103 | 13G | Page 2 of 6 |
| 1 |
Names of reporting persons
BCPE Diamond Investor, LP | |||||
| 2 | Check the appropriate box if a member of a group
(a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
5 | Sole voting power
0 Ordinary Shares | ||||
| 6 | Shared voting power
236,561,159 Ordinary Shares | |||||
| 7 | Sole dispositive power
0 Ordinary Shares | |||||
| 8 | Shared dispositive power
236,561,159 Ordinary Shares | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
236,561,159 Ordinary Shares | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
74.5% | |||||
| 12 | Type of reporting person
PN | |||||
| CUSIP No. G28923103 | 13G | Page 3 of 6 |
Item 1(a). Name of Issuer
The name of the issuer to which this filing on Schedule 13G relates is Diversey Holdings, Ltd. (the “Issuer”).
Item 1(b). Address of Issuer’s Principal Executive Offices
The principal executive offices of the Issuer are located at 1300 Altura Road, Suite 125, Fort Mill, South Carolina 29708.
Item 2(a). Name of Person Filing
This Schedule 13G is being filed by BCPE Diamond Investor, LP, a Delaware limited partnership (the “Reporting Person”).
Bain Capital Fund XI, L.P., a Cayman Islands exempted limited partnership (“Fund XI”), is the sole member of BCPE Diamond GP, LLC, a Delaware limited liability company (“BCPE Diamond GP”), which is the general partner of the Reporting Person. Bain Capital Partners XI, L.P., a Cayman Islands exempted limited partnership (“Partners XI”), is the general partner of Fund XI. Bain Capital Investors, LLC, a Delaware limited liability company (“BCI” and collectively with the Reporting Person, BCPE Diamond GP, Fund XI and Partners XI, the “Bain Capital Entities”), is the general partner of Partners XI. As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Person. Voting and investment decisions with respect to securities held by the Bain Capital Entities are made by the managing directors of BCI.
Item 2(b). Address of Principal Business Office or, if None, Residence
The principal business address for each of the Bain Capital Entities is 200 Clarendon Street, Boston, Massachusetts 02116.
Item 2(c). Citizenship
Each of the Reporting Person, BCPE Diamond GP and BCI is organized under the laws of the State of Delaware. Each of Fund XI and Partners XI is organized under the laws of the Cayman Islands.
Item 2(d). Title of Class of Securities
The class of securities of the Issuer to which this Schedule 13G relates is Ordinary Shares, $0.0001 par value per share (“Ordinary Shares”).
Item 2(e). CUSIP Number
The CUSIP number of the Ordinary Shares is G28923103.
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| CUSIP No. G28923103 | 13G | Page 4 of 6 |
| (e) | ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.
Item 4. Ownership
(a) Amount beneficially owned:
As of the close of business on December 31, 2021, the Reporting Person held 236,561,159 Ordinary Shares, representing approximately 74.5% of the outstanding Ordinary Shares.
The percentage of the outstanding Ordinary Shares held by the Reporting Person is based on 317,431,140 Ordinary Shares issued and outstanding, as reported by the Issuer in its prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on November 12, 2021.
(b) Percent of class:
See Item 4(a) hereof.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or direct the vote:
236,561,159
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
236,561,159
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
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Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certifications
Not applicable.
| CUSIP No. G28923103 | 13G | Page 6 of 6 |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct.
| Dated: February 14, 2022 | BCPE Diamond Investor, LP | |||||||
| By: | BCPE Diamond GP, LLC, | |||||||
| its general partner | ||||||||
| By: | /s/ Michael D. Ward | |||||||
| Name: | Michael D. Ward | |||||||
| Title: | Authorized Signatory | |||||||