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United States securities and exchange commission logo
April 27, 2023
David A. Katz
Partner
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Re:Diversey Holdings, Ltd.
Preliminary Proxy Statement
Filed April 11, 2023
File No. 001-40293color:white;"_
Schedule 13E-3 filed by Diversey Holdings, Ltd et al.
Filed April 11, 2023
File No. 005-93533
Dear David A. Katz:
            We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement
Questions and Answers about the Merger, page 11
1.Please revise the third full question on page 13 to state, if true, that the vote to approve the
transaction is assured given the Bain Shareholder's ownership of more than two thirds of
your outstanding shares.

 FirstName LastNameDavid A. Katz
 Comapany NameWachtell, Lipton, Rosen & Katz
 April 27, 2023 Page 2
 FirstName LastName
David A. Katz
Wachtell, Lipton, Rosen & Katz
April 27, 2023
Page 2
Special Factors - Background of the Merger, page 17
2.Please revise this section to include a description of each meeting during which Evercore
presented discussion materials and any meeting or date on which the Special Committee
made the Management Projections available to Platinum, the Bain Shareholder, J.P.
Morgan, and Centerview Partners.
Special Factors - Reasons for the Merger - Recommendation of the Special Committee, page 26
3.We note that the company conducted its initial public offering approximately two years
ago and sold shares at $15 per share. In this respect, describe what consideration the
special committee and the board of directors gave to this fact in making their respective
fairness determinations.
4.Please refer to the bullet point on page 27 referencing the Evercore opinion. Please
address how any filing person relying on the Evercore opinion was able to reach the
fairness determination as to unaffiliated security holders given that the Evercore fairness
opinion addressed fairness with respect to security holders other than “the holders of Bain
Shares and Excluded Shares,” rather than all security holders unaffiliated with the
company.
Special Factors - Opinion of the Special Committee's Financial Advisor, page 32
5.Please revise to disclose the data underlying the results described in this section and to
show how that information resulted in the multiples and values disclosed.  For example,
disclose (i) the company’s standalone, unlevered, after-tax free cash flows for the period
2023-2027 used in conducting the Discounted Cash Flow Analysis and how Evercore
derived implied per share equity values under each methodology from that data, (ii) the
estimated enterprise value and EBITDA information for each selected company that is the
basis for the multiples disclosed on page 36 with respect to the Selected Public Company
Trading Analysis, and (iii) the data from each transaction that resulted in the multiples
disclosed on page 37 with respect to the Selected Transactions Analysis.
Special Factors - Position of the Parent Entities as to the Fairness of the Merger, page 41
6.Please revise this section and the section addressing the Bain Shareholder's position on the
fairness of the merger to provide those entities' fairness determinations with respect to the
going private transaction, not only the merger.
Special Factors - Reasons of the Parent Entities for the Merger, page 41
7.Please revise the first sentence in this section and every other reference in pages 41 and
42 to (i) "a possible interpretation of the SEC rules..." and (ii) that any filing person "may
be deemed to be" an affiliate of the Company. Given the filing persons' determination to
file a Schedule 13E-3, it is inappropriate to disclaim the underlying conclusions reached
by each such filing person in making the filing.

 FirstName LastNameDavid A. Katz
 Comapany NameWachtell, Lipton, Rosen & Katz
 April 27, 2023 Page 3
 FirstName LastName
David A. Katz
Wachtell, Lipton, Rosen & Katz
April 27, 2023
Page 3
Special Factors - Position of the Bain Shareholder as to the Fairness of the Merger, page 42
8.We note that the Bain Shareholder "agrees" with the analyses, determinations and
conclusions in several other sections of your proxy statement. Note that if any filing
person has based its fairness determination on the analysis of factors undertaken by others,
such person must expressly adopt this analysis and discussion as their own in order to
satisfy the disclosure obligation. See Question 20 of Exchange Act Release No. 34-17719
(April 13, 1981). Alternatively, revise the disclosure to include disclosure responsive to
Item 1014(b) of Regulation M-A and to address the factors listed in instruction 2 to Item
1014.
Special Factors - Management Projections, page 46
9.Please revise this section to provide the full financial projections, not solely a summary.
Cautionary Factors Regarding Forward-Looking Statements, page 62
10.Please delete references to the Private Securities Litigation Reform Act of 1995, as the
safe harbor provisions of the Act are not available to statements made in connection with a
going private transaction.  Refer to Exchange Act Section 21E(b)(1)(E).
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions