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Investor Contact: Media Contact: Arthur Shannon Lainie Keller arthur.shannon@bauschhealth.com lainie.keller@bauschhealth.com (514) 856-3855 (908) 927-1198 (877) 281-6642 (toll free)

Key Takeaway: Investor Contact: Media Contact: Arthur Shannon Lainie Keller arthur.shannon@bauschhealth.com lainie.keller@bauschhealth.com (514) 856-3855 (908) 927-1198 (877) 281-6642 (toll free) BAUSCH HEALTH ANNOUNCES LAUNCH OF PRIVATE OFFERING OF SENIOR SECURED NOTES LAVAL, Quebec,

Full Press Release Details

Investor Contact: Media Contact:
Arthur Shannon Lainie Keller
arthur.shannon@bauschhealth.com lainie.keller@bauschhealth.com
(514) 856-3855 (908) 927-1198
(877) 281-6642 (toll free)
BAUSCH HEALTH ANNOUNCES LAUNCH OF PRIVATE OFFERING OF SENIOR SECURED NOTES
LAVAL, Quebec, Jan. 27, 2022 Bausch Health Companies Inc. (NYSE/TSX: BHC) ( Bausch Health or the Company ) announced today that
it has launched an offering of $1.0 billion aggregate principal amount of new senior secured notes due 2027 (the Notes ). As previously announced, the Company is also seeking to refinance its existing credit agreement (the
Credit Agreement and such refinancing, the Credit Agreement Refinancing ). The refinanced Credit Agreement is expected to consist of approximately $2.5 billion of term B loans (the New Term B Loans ) and a
$975 million revolving credit facility. The Credit Agreement Refinancing is expected to occur upon completion of the initial public offering ( IPO ) of Bausch + Lomb Corporation ( Bausch + Lomb and such offering, the
Bausch + Lomb IPO ) and a related debt financing by Bausch + Lomb (the Bausch + Lomb Debt Financing ).
The proceeds from the
offering of the Notes, along with the expected proceeds from the New Term B Loans, the Bausch + Lomb IPO and the repayment of an intercompany note owed to us by Bausch + Lomb (which repayment is expected to be funded by the Bausch + Lomb Debt
Financing), are expected to be used to fund the Company s previously announced conditional redemption in full of its outstanding 6.125% Senior Notes due 2025 (the 6.125% Notes due 2025 ), refinance all of the existing Term B Loans,
fund the Company s previously announced conditional partial redemption of its outstanding 9.000% Senior Notes due 2025 (the 9.000% Notes due 2025 and, collectively with the 6.125% Senior Notes due 2025, the Existing Notes ) and
to pay related fees, premiums and expenses.
The Notes will be guaranteed by each of the Company s subsidiaries that are guarantors under the Credit
Agreement and existing senior notes and will be secured on a first priority basis by liens on the assets that secure the Credit Agreement and existing senior secured 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 pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to 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
The redemption of the 6.125% Notes due 2025 is conditioned upon the completion of the Credit Agreement Refinancing (the 6.125%
Notes Condition ). The Company intends to discharge the indenture governing the 6.125% Notes due 2025 concurrently with satisfying such 6.125% Notes Condition. The partial redemption of the 9.000% Notes due 2025 is conditioned upon the receipt
aggregate gross proceeds from the Bausch + Lomb IPO, the Bausch + Lomb Debt Financing, the Credit Agreement Refinancing and the offering of the Notes of at least $7.0 billion (the
9.000% Notes Condition and, together with the 6.125% Notes Condition, the Conditions ). This announcement does not constitute an offer to purchase or the solicitation of an offer to sell the Existing Notes.
The foregoing transactions are subject to market and other conditions and are anticipated to close in the first quarter of 2022. However, there can be no
assurance that the Company will be able to successfully complete the transactions, on the terms described above, or at all.
This news release is being
issued pursuant to 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 prior to registration or qualification under the securities laws of any such jurisdiction.
Bausch Health Companies Inc.
(NYSE/TSX: BHC) is a global company whose mission is to improve people s lives with our health care products. We develop, manufacture and market a range of pharmaceutical, medical device and over-the-counter products, primarily in the therapeutic areas of eye health, gastroenterology and dermatology. We are delivering on our commitments as we build an innovative company dedicated to advancing
Forward-looking Statements
release may contain forward-looking statements, including, but not limited to, our financing plans and the details thereof, including the proposed use of proceeds therefrom, whether the Conditions to the redemption of the Existing Notes will occur,
the expected timing of the Credit Agreement Refinancing (including the New Term B Loans) and our ability to close such transaction, the offering of the Notes and the details thereof, the other expected effects of the Credit Agreement Refinancing,
the timing expectations of the Bausch + Lomb IPO, the Bausch + Lomb Debt Financing, the IPO of our Solta aesthetic medical device business through Solta Medical Corporation and the Company s plan to spinoff or separate its eye health business
from the remainder of Bausch Health, subject to market conditions and regulatory, stock exchange and other necessary approvals, that the spinoff will occur following the expiry of customary lock-ups and the
achievement of our target net leverage ratios, subject to receipt of shareholder and necessary approvals, the capitalization structure of such transaction, the anticipated dis-synergies resulting from such
transaction (including the allocation thereof between the separated entity and the remainder of Bausch Health) and the Company s plans and expectations for 2022 and beyond. Forward-looking statements may generally be identified by the use of
the words anticipates, expects, predicts, goals, intends, plans, should, could, would, may, will,
believes, estimates, potential, target, commit, forecast, tracking, or continue and variations or similar expressions, and phrases or statements that
certain actions, events or results may, could, should or will be achieved, received or taken or will occur or result, and similar such expressions also identify forward-looking information. These forward-looking statements are based upon the current
expectations and beliefs of management and are provided for the purpose of providing additional information about such expectations and beliefs and readers are cautioned that these statements may not be appropriate for other purposes. These
forward-looking statements are subject to certain risks and uncertainties that could cause actual results and events to differ materially from those described in these forward-looking statements. These risks and uncertainties include, but are
not limited to, the risks and uncertainties discussed in the Company s most recent annual and quarterly reports and detailed from time to time in the Company s other filings with
the U.S. Securities and Exchange Commission, including those identified in Bausch + Lomb s filings relating to the Bausch + Lomb IPO, and the Canadian Securities Administrators, which risks and uncertainties are incorporated herein by
reference. They also include, but are not limited to, risks and uncertainties caused by or relating to the evolving COVID-19 pandemic, the fear of that pandemic, the availability and effectiveness of vaccines
for COVID-19 (including with respect to current or future variants), COVID-19 vaccine immunization rates, new lockdowns in certain countries the emergence of variant
strains of COVID-19 and the potential effects of that pandemic, the severity, duration and future impact of which are highly uncertain and cannot be predicted, and which may have a material adverse impact on
the Company, including but not limited to its supply chain, third-party suppliers, project development timelines, employee base, liquidity, stock price, financial condition and costs (which may increase) and revenue and margins (both of which may
Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as
of the date hereof. Bausch Health undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.
Last updated: Jan 27, 2022