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    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

    DAVID
                                            C. KARP

    RICHARD
    K. KIM

    JOSHUA
    R. CAMMAKER

    MARK
    GORDON

    JEANNEMARIE
    O’BRIEN

    WAYNE
    M. CARLIN

    STEPHEN
    R. DiPRIMA

    NICHOLAS
    G. DEMMO

    IGOR
    KIRMAN

    JONATHAN
    M. MOSES

    T.
    EIKO STANGE

    WILLIAM
    SAVITT

    GREGORY
    E. OSTLING

    DAVID
    B. ANDERS

    ADAM
    J. SHAPIRO

    NELSON
    O. FITTS

    JOSHUA
    M. HOLMES

    DAVID
    E. SHAPIRO

    DAMIAN
    G. DIDDEN

    IAN
    BOCZKO

    MATTHEW
    M. GUEST

    DAVID
    E. KAHAN

    DAVID
    K. LAM

    51
                                            WEST 52ND STREET

    NEW
    YORK, N.Y. 10019-6150

    TELEPHONE:
    (212) 403-1000

    FACSIMILE:
    (212) 403-2000

    BENJAMIN
                                            M. ROTH

    JOSHUA
    A. FELTMAN

    ELAINE
    P. GOLIN

    EMIL
    A. KLEINHAUS

    KARESSA
    L. CAIN

    RONALD
    C. CHEN

    GORDON
    S. MOODIE

    BRADLEY
    R. WILSON

    GRAHAM
    W. MELI

    GREGORY
    E. PESSIN

    CARRIE
    M. REILLY

    MARK
    F. VEBLEN

    SARAH
    K. EDDY

    VICTOR
    GOLDFELD

    BRANDON
    C. PRICE

    KEVIN
    S. SCHWARTZ

    MICHAEL
    S. BENN

    SABASTIAN
    V. NILES

    ALISON
    ZIESKE PREISS

    TIJANA
    J. DVORNIC

    JENNA
    E. LEVINE

    RYAN
    A. McLEOD

    ANITHA
    REDDY

    JOHN
                                            L. ROBINSON

    JOHN
    R. SOBOLEWSKI

    STEVEN
    WINTER

    EMILY
    D. JOHNSON

    JACOB
    A. KLING

    RAAJ
    S. NARAYAN

    VIKTOR
    SAPEZHNIKOV

    MICHAEL
    J. SCHOBEL

    ELINA
    TETELBAUM

    ERICA
    E. BONNETT

    LAUREN
    M. KOFKE

    ZACHARY
    S. PODOLSKY

    RACHEL
    B. REISBERG

    MARK
    A. STAGLIANO

    CYNTHIA
    FERNANDEZ LUMERMANN

    CHRISTINA
    C. MA

    NOAH
    B. YAVITZ

    BENJAMIN
    S. ARFA

    NATHANIEL
    D. CULLERTON

    ERIC
    M. FEINSTEIN

    ADAM
    L. GOODMAN

    GEORGE
                                            A. KATZ (1965–1989)

    JAMES
    H. FOGELSON (1967–1991)

    LEONARD
    M. ROSEN (1965–2014)

    OF
    COUNSEL

    MICHAEL
                                            H. BYOWITZ

    KENNETH
    B. FORREST

    SELWYN
    B. GOLDBERG

    PETER
    C. HEIN

    JB
    KELLY

    MEYER
    G. KOPLOW

    JOSEPH
    D. LARSON

    LAWRENCE
    S. MAKOW

    DOUGLAS
    K. MAYER

    PHILIP
    MINDLIN

    DAVID
    S. NEILL

    HAROLD
    S. NOVIKOFF

    LAWRENCE
    B. PEDOWITZ

    ERIC
    S. ROBINSON

    ERIC
                                            M. ROSOF

    ERIC
    M. ROTH

    PAUL
    K. ROWE

    DAVID
    A. SCHWARTZ

    MICHAEL
    J. SEGAL

    DAVID
    M. SILK

    ROSEMARY
    SPAZIANI

    ELLIOTT
    V. STEIN

    WARREN
    R. STERN

    LEO
    E. STRINE, JR.*

    PAUL
    VIZCARRONDO, JR.

    PATRICIA
    A. VLAHAKIS

    AMY
    R. WOLF

    MARC
    WOLINSKY

    *
                                            ADMITTED IN DELAWARE

    COUNSEL

    DAVID
                                            M. ADLERSTEIN

    SUMITA
    AHUJA

    LOUIS
    J. BARASH

    FRANCO
    CASTELLI

    ANDREW
    J.H. CHEUNG

    PAMELA
    EHRENKRANZ

    KATHRYN
    GETTLES-ATWA

    ADAM
    M. GOGOLAK

    NANCY
    B. GREENBAUM

    ANGELA
                                            K. HERRING

    MARK
    A. KOENIG

    CARMEN
    X.W. LU

    J.
    AUSTIN LYONS

    ALICIA
    C. McCARTHY

    JUSTIN
    R. ORR

    NEIL
    M. SNYDER

    S.
    CHRISTOPHER SZCZERBAN

    JEFFREY
    A. WATIKER

May 5, 2023

VIA EDGAR
SUBMISSION

U.S. Securities
and Exchange Commission

Division of Corporation
Finance

100 F Street, N.E.

Washington, D.C.
20549

    Attention:
    Mr. Daniel Duchovny, Special Counsel

    Division of Corporation Finance

    Office of Mergers & Acquisitions

    Re:
    Diversey Holdings, Ltd.

    Preliminary Proxy Statement

    Filed April 11, 2023

    File No. 001-40293

    Schedule 13E-3 filed by Diversey Holdings, Ltd et al.

    Filed April 11, 2023

    File No. 005-93533

Ladies and Gentlemen:

On behalf of Diversey
Holdings, Ltd. (the “Company”), we are providing the Company’s responses to the comments of the Staff of the
Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
set forth in its letter, dated April 27, 2023, with respect to the above-referenced Preliminary Proxy Statement (File No. 001-40293)
filed by the Company with the Commission on April 11, 2023 (the “Proxy Statement”) and the Schedule 13E-3 (File No.
005-93533) filed by the Company et al. with the Commission on April 11, 2023 (the “Schedule 13E-3”).

U.S. Securities and Exchange Commission

May 5, 2023

Page 2

In addition, the
Proxy Statement and the Schedule 13E-3 have been revised in response to the Staff’s comments, and Amendment No. 1 to the Proxy
Statement (the “Amended Proxy Statement”) and Amendment No.1 to the Schedule 13E-3 (the “Amended 13E-3”)
are being concurrently filed with this letter, which reflect these revisions and certain other updated information.

For the Staff’s
convenience, the Staff’s comments are set forth below in bold, italicized text followed in each case by the Company’s response.
Unless otherwise indicated, page numbers in the text of the responses contained in this letter correspond to the page numbers in the
Amended Proxy Statement and capitalized terms used herein have the meaning assigned to them in the Amended Proxy Statement.

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.

Response:
In response to Staff’s comment, the Company has revised the disclosure on page 14 of the Amended Proxy Statement to confirm that,
if the Bain Shareholder votes in compliance with its obligations under the Voting Agreement, the shareholder vote to approve the transaction
is assured.

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.

Response:
In response to Staff’s comment, the Company has confirmed that each meeting during which Evercore presented discussion
materials is described in the “Background of the Merger” section of the proxy, and notes that certain discussion
materials included as exhibits to the Schedule 13E-3, including those dated February 13, 2023, February 14, 2023, February 15, 2023,
February 16, 2023, February 17, 2023, February 21, 2023, February 22, 2023, February 23, 2023, February 24, 2023, February 27, 2023,
February 28, 2023, March 1, 2023, March 2, 2023 and March 3, 2023, were distributed to the Special Committee supplementally by
Evercore and not in the context of a meeting. The Company has revised the disclosure on page 41 of the Amended Proxy to include this
information. The Company has also revised the disclosure on pages  20 through 22 of the Amended Proxy Statement to disclose
additional information regarding the provision of the Management Projections to Platinum, the Bain Shareholder, J.P. Morgan and
Centerview Partners.

U.S. Securities and Exchange Commission

May 5, 2023

Page 3

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.

Response:
In response to Staff’s comment, the Company has revised the disclosure on page 31 of the Amended Proxy Statement to explicitly
disclose the Special Committee’s consideration of this factor.

 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.

Response:
In response to Staff’s comment, the Company has revised the disclosure on pages 4, 28, 29 and 34 of the Amended Proxy
Statement.

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.

Response:
In response to Staff’s comment, the Company has revised the disclosure on pages  37 through 39 of the Amended Proxy Statement
to include such requested information.

 U.S. Securities and Exchange Commission

May 5, 2023

Page 4

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.

Response:
In response to Staff’s comment, the Company has revised the disclosure on pages  4 and 43 through 46 of the Amended Proxy
Statement to include such requested information.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages  4, 43 and 44 of the Amended Proxy
Statement.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 45 of the Amended Proxy Statement.

U.S. Securities and Exchange Commission

May 5, 2023

Page 5

Special Factors - Management Projections,
page 46

 9. Please
                                            revise this section to provide the full financial projections, not solely a summary.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on  page 51 of the Amended Proxy Statement
to include the full financial projections.

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).

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 65 of the Amended Proxy Statement.

*     *     *     *     *     *

If you have any
questions, please do not hesitate to contact the undersigned at (212) 403-1309 or DAKatz@wlrk.com.

    Very truly yours,

    /s/
    David A. Katz

    David
    A. Katz

    cc:
    Michael Chapman, Diversey Holdings, Ltd.

    Zachary S. Podolsky, Wachtell, Lipton, Rosen & Katz

    Sarkis Jebejian, Kirkland & Ellis LLP

    Christopher M. Thomas, Kirkland & Ellis LLP

    Andrew Struckmeyer, Kirkland & Ellis LLP