| Bausch Health Companies Inc. (NYSE: BHC)(TSX: BHC) (the “Company” or “Bausch Health”) today announced that it has launched an offering (the “Offering”) of $4.0 billion aggregate principal amount of new senior secured notes due 2032 (the “Notes”) through its indirect wholly-owned subsidiary, 1261229 B.C. Ltd., a company incorporated under the laws of British Columbia, Canada (the “Issuer”) that, at the closing of the transactions will be a non-guarantor restricted subsidiary under the indentures that govern the Company’s existing senior notes. In addition, the Company, through the Issuer, is seeking to enter into new senior secured credit facilities that are expected to consist of (i) a 5-year senior secured revolving credit facility for at least $400 million (the “New Revolving Facility”) and (ii) a $3,400 million 5.5-year senior secured term loan B facility (the “New Term Loan Facility” and, together with the New Revolving Facility, the “New Senior Secured Credit Facilities”). The Offering and the entry into the New Senior Secured Credit Facilities are subject to market and other conditions. |
| The Notes will be (i) secured, subject to customary limitations, by a priority lien on substantially all assets of the Issuer, including a pledge of its direct equity interest in Bausch + Lomb and (ii) guaranteed by (x) the Company and subsidiaries of the Company that guarantee the Company’s existing senior notes, with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that will rank pari passu with the liens securing the Company’s existing first-lien senior secured notes and the New Senior Secured Credit Facilities and (y) certain subsidiaries of the Company that do not guarantee the Company’s existing senior notes, with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that will rank pari passu with the liens securing the New Senior Secured Credit Facilities. |
| The Company intends to use the proceeds from the offering of the Notes, together with the borrowings under the New Term Loan Facility, (i) to repay in full and terminate the Company’s existing credit agreement, (ii) to redeem all of its 5.500% Senior Secured Notes due 2025, 9.000% Senior Notes due 2025, 6.125% Senior Secured Notes due 2027, 5.750% Senior Secured Notes due 2027 and its indirect subsidiary’s 9.000% Senior Secured Notes due 2028 (collectively, the “Existing Notes”), (iii) to pay related fees, premiums and expenses and (iv) for general corporate purposes. |
| The Company also intends, or a subsidiary of the Company intends, as applicable, to deliver a notice of conditional redemption for all of the Existing Notes at the redemption prices specified in the applicable indentures, plus accrued and unpaid interest, if any, to, but not including, the redemption date of the applicable series of Existing Notes. The obligation to redeem the Existing Notes will be conditioned upon the consummation of the Offering and the funding of the New Term Loan Facility on or before each of the applicable redemption dates (which redemption dates could be delayed in the Company’s sole discretion if this condition is not satisfied under the terms of the applicable indentures). Concurrently with the consummation of the Offering and the funding of the New Term Loan Facility, the Company or a subsidiary of the Company, as applicable, intends to discharge the applicable indentures governing each of the Existing Notes to the extent any such Existing Notes are not redeemed before the Closing Date. This press release does not constitute a notice of redemption of the Existing Notes. |
| The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act who are also qualified purchasers within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, and to non-U.S. persons outside of the United States under Regulation S under the Securities Act. The Notes have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities laws and, accordingly, any offer and sale of the Notes in Canada will be made on a basis, which is exempt from the prospectus requirements of such securities laws. |
| This press release is being issued under Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of any such jurisdiction. |
| About Bausch Health |
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Bausch Health Companies Inc. (NYSE: BHC)(TSX: BHC) is a global, diversified pharmaceutical company enriching lives through our relentless drive to deliver better healthcare outcomes. We develop, manufacture and market a range of products primarily in gastroenterology, hepatology, neurology, dermatology, dentistry, aesthetics, international pharmaceuticals and eye health, through our controlling interest in Bausch + Lomb Corporation. Our ambition is to be a globally integrated healthcare company, trusted and valued by patients, HCPs, employees and investors. |
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| Bausch Health Companies Inc. |
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