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Investor Contact: Media Contacts: Christina Cheng Kevin Wiggins ir@bauschhealth.com corporate.communications@bauschhealth.com (514) 856-3855 (848) 541-3785 (877) 281-6642 (toll free) Bausch Health Announces Exchange Offe

Key Takeaway: Investor Contact: Media Contacts: Christina Cheng Kevin Wiggins ir@bauschhealth.com corporate.communications@bauschhealth.com (514) 856-3855 (848) 541-3785 (877) 281-6642 (toll free) Bausch Health Announces Exchange Offers and Consent Solicitations for Certain Existing Se

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Investor Contact: Media Contacts:
Christina Cheng Kevin Wiggins
ir@bauschhealth.com corporate.communications@bauschhealth.com
(514) 856-3855 (848) 541-3785
(877) 281-6642 (toll free)
Bausch Health Announces Exchange Offers and Consent Solicitations for
Certain Existing Senior Notes with Support from Approximately 23% of
Outstanding Existing Senior Notes
Quebec Aug. 30, 2022 Bausch Health Companies Inc. (NYSE/TSX: BHC) ( Company ) announced today that it has commenced offers (the Exchange Offers ) to exchange the existing senior notes set forth in the table below
(the Existing Senior Notes ) for up to an aggregate principal amount of $4.0 billion (subject to increase or decrease by the Offerors, the Maximum New Secured Notes Amount ) of new secured notes, comprised of (i) up
to $2.5 billion in aggregate principal amount (the Maximum First Lien Notes Amount ) of new 11.00% First Lien Secured Notes due 2028 (the New First Lien Notes ) and up to $500.0 million in aggregate principal amount
(the Maximum Second Lien Notes Amount ) of new 14.00% Second Lien Secured Notes due 2030 (the New Second Lien Notes and, together with the New First Lien Notes, the New BHC Secured Notes ), in each case, to be
issued by the Company, and (ii) $1.0 billion in aggregate principal amount (the Holdco Notes Amount ) of new 9.00% Senior Secured Notes due 2028 (the Intermediate Holdco Secured Notes and, together with the New BHC
Secured Notes, the New Secured Notes ) to be issued by 1375209 B.C. Ltd. (the Holdco Issuer and, together with the Company, the Offerors ), an existing wholly-owned unrestricted subsidiary of the Company that holds
38.6% of the outstanding issued and common shares of Bausch + Lomb Corporation, in each case, pursuant to the terms described in an Exchange Offer Memorandum and Consent Solicitation Statement, dated August 30, 2022 (the Exchange
Certain holders of the Existing Senior Notes (the Supporting Holders ), who collectively represent approximately
22.8% of the aggregate principal amount of the outstanding Existing Senior Notes, including approximately (i) 24.2% of the 9.00% Senior Notes due 2025, (ii) 35.1% of the 9.25% Senior Notes due 2026, (iii) 49.8% of the 8.50% Senior Notes due 2027,
(iv) 36.5% of the 7.00% Senior Notes due 2028, (v) 26.8% of the 5.00% Senior Notes due 2028, (vi) 10.6% of the 5.00% Senior Notes due 2029, (vii) 5.0% of the 6.25% Senior Notes due 2029, (viii) 17.1% of the 7.25% Senior Notes due 2029 and (ix) 6.0%
of the 5.25% Senior Notes due 2031, have entered into a support agreement with the Company (the Support Agreement ), pursuant to which the Supporting Holders have agreed to tender all of their Existing Senior Notes in the Exchange Offers.
The Support Agreement provides that Supporting Holders will have certain consent rights over extensions, amendments or waivers to the Exchange Offers or Consent Solicitations by the Company.
The following table describes certain terms of the Exchange Offers:
Title of Existing Senior Notes CUSIP Number (1) (Rule 144A/Reg S) Principal Amount Outstanding Tender Cap Acceptance Priority Level (2) New Secured Notes Exchange Consideration (3) Early Exchange Premium (3)(4) Total Consideration (3)(5)
9.00% Senior Notes due 2025 91911KAP7 / C94143AM3 $ 1,500,000,000 N/A 1 New First Lien Notes New Second Lien Notes Intermediate Holdco Secured Notes $ 421.00 $ 31.00 $ 452.00
$ 83.50 $ 6.00 $ 89.50
$ 168.00 $ 13.00 $ 181.00
Total $ 672.50 $ 50.00 $ 722.50
9.25% Senior Notes due 2026 (6) 91911XAV6 / U9098VAN2 $ 1,500,000,000 N/A 2 New First Lien Notes New Second Lien Notes Intermediate Holdco Secured Notes $ 396.00 $ 31.00 $ 427.00
$ 78.50 $ 6.00 $ 84.50
$ 158.00 $ 13.00 $ 171.00
Total $ 632.50 $ 50.00 $ 682.50
8.50% Senior Notes due 2027 (6) 91911XAW4 / U9098VAP7 $ 1,750,000,000 $ 500,000,000 (7) 3 New First Lien Notes New Second Lien Notes Intermediate Holdco Secured Notes $ 338.00 $ 31.00 $ 369.00
$ 67.00 $ 6.00 $ 73.00
$ 135.00 $ 13.00 $ 148.00
Total $ 540.00 $ 50.00 $ 590.00
5.25% Senior Notes due 2031 071734AL1 / C07885AG8 $ 909,188,000 N/A 4 New First Lien Notes New Second Lien Notes Intermediate Holdco Secured Notes $ 263.00 $ 31.00 $ 294.00
$ 52.00 $ 6.00 $ 58.00
$ 105.00 $ 13.00 $ 118.00
Total $ 420.00 $ 50.00 $ 470.00
Title of Existing Senior Notes CUSIP Number (1) (Rule 144A/Reg S) Principal Amount Outstanding Tender Cap Acceptance Priority Level (2) New Secured Notes Exchange Consideration (3) Early Exchange Premium (3)(4) Total Consideration (3)(5)
5.25% Senior Notes due 2030 071734AJ6 / C07885AE3 $ 1,201,000,000 N/A 5 New First Lien Notes New Second Lien Notes Intermediate Holdco Secured Notes $ 244.00 $ 31.00 $ 275.00
$ 49.00 $ 6.00 $ 55.00
$ 97.00 $ 13.00 $ 110.00
Total $ 390.00 $ 50.00 $ 440.00
5.00% Senior Notes due 2029 071734AM9 / C07885AH6 $ 834,000,000 N/A 6 New First Lien Notes New Second Lien Notes Intermediate Holdco Secured Notes $ 269.00 $ 31.00 $ 300.00
$ 54.00 $ 6.00 $ 60.00
$ 107.00 $ 13.00 $ 120.00
Total $ 430.00 $ 50.00 $ 480.00
5.00% Senior Notes due 2028 071734AH0 / C07885AD5 $ 1,176,000,000 N/A 7 New First Lien Notes New Second Lien Notes Intermediate Holdco Secured Notes $ 278.00 $ 31.00 $ 309.00
$ 56.00 $ 6.00 $ 62.00
$ 111.00 $ 13.00 $ 124.00
Total $ 445.00 $ 50.00 $ 495.00
6.25% Senior Notes due 2029 071734AK3 / C07885AF0 $ 1,406,000,000 N/A 8 New First Lien Notes New Second Lien Notes Intermediate Holdco Secured Notes $ 269.00 $ 31.00 $ 300.00
$ 54.00 $ 6.00 $ 60.00
$ 107.00 $ 13.00 $ 120.00
Total $ 430.00 $ 50.00 $ 480.00
7.25% Senior Notes due 2029 071734AF4 / C07885AC7 $ 745,000,000 N/A 9 New First Lien Notes New Second Lien Notes Intermediate Holdco Secured Notes $ 288.00 $ 31.00 $ 319.00
$ 57.00 $ 6.00 $ 63.00
$ 115.00 $ 13.00 $ 128.00
Total $ 460.00 $ 50.00 $ 510.00
7.00% Senior Notes due 2028 071734AD9 / C07885AB9 $ 748,000,000 N/A 10 New First Lien Notes New Second Lien Notes Intermediate Holdco Secured Notes $ 308.00 $ 31.00 $ 339.00
$ 61.50 $ 6.00 $ 67.50
$ 123.00 $ 13.00 $ 136.00
Total $ 492.50 $ 50.00 $ 542.50
8.50% Senior Notes due 2027 (6) 91911XAW4 / U9098VAP7 $ 1,750,000,000 N/A 11 New First Lien Notes New Second Lien Notes Intermediate Holdco Secured Notes $ 338.00 $ 31.00 $ 369.00
$ 67.00 $ 6.00 $ 73.00
$ 135.00 $ 13.00 $ 148.00
Total $ 540.00 $ 50.00 $ 590.00
The New BHC Secured Notes will be guaranteed by each of the Company s subsidiaries that are guarantors under the Company s existing credit
agreement, existing senior secured notes and existing senior notes. The New First Lien Notes will be secured on a first priority basis by liens on the assets that secure the existing credit agreement and existing senior secured notes, and will be
effectively pari passu with the existing credit agreement and existing senior secured notes and effectively senior to the New Second Lien Notes and the existing senior notes to the extent of the value of the collateral. The New Second Lien Notes
will be secured on a second priority basis by liens on the assets that secure the existing credit agreement and existing senior secured notes, and will be effectively junior to the existing credit agreement, existing senior secured notes and New
First Lien Notes and effectively senior to the existing senior notes to the extent of the value of the collateral. The Intermediate Holdco Secured Notes will be general senior obligations of the Holdco Issuer secured by first priority liens on
substantially all of the assets of the Holdco Issuer, but will not have any recourse to the Company, Bausch + Lomb Corporation, or any of their respective restricted subsidiaries.
Concurrent with the Exchange Offers, the Company and Bausch Health Americas, Inc. ( BHA ) have commenced a solicitation of consents (the
Consent Solicitations and, together with the Exchange Offers, the Offers ) from Eligible Holders (as defined below) of the Existing Senior Notes to amend certain provisions of the indentures (the Proposed
Amendments ) with respect to the applicable series of Existing Senior Notes (such indentures, the Existing Indentures ).
Offer and Consent Solicitation will expire at 11:59 p.m., New York City time on September 27, 2022, or any other date and time to which the Offerors extend such Exchange Offer or Consent Solicitation in their sole discretion (such date and time
for such Exchange Offer or Consent Solicitation, as it may be extended, the Expiration Time ), unless earlier terminated.
To be eligible to receive the applicable total consideration (the Total Consideration ) in the
applicable Exchange Offer and Consent Solicitation, Eligible Holders must validly tender and not validly withdraw their Existing Senior Notes and validly deliver and not revoke their consents at or prior to 5:00 p.m., New York City time, on
September 13, 2022, or any other date and time to which the Offerors extend such period for such Exchange Offer or Consent Solicitation in their sole discretion (such date and time for such Exchange Offer or Consent Solicitation, as it may be
extended, the Early Tender Time ). Eligible Holders validly tendering their Existing Senior Notes after the applicable Early Tender Time and at or prior to the Expiration Time will only be eligible to receive the applicable exchange
consideration set forth in the table above, subject to the Exchange Consideration Reallocation (the Exchange Consideration ), which equals the applicable Total Consideration less the applicable Early Exchange Premium set forth in the
Validly tendered Existing Senior Notes may be withdrawn and related consents revoked, with respect to an Exchange Offer and Consent
Solicitation for any series of Existing Senior Notes at or prior to, and not thereafter (subject to applicable law), in the case of any series of Existing Senior Notes, the earliest of (i) the time of execution of the Supplemental Indenture (as
defined below) relating to such series of Existing Senior Notes (which is expected to occur promptly after receipt of the Requisite Consents (as defined below) for such series), (ii) 5:00 p.m., New York City time, on September 13, 2022, unless
extended by the Offerors in their sole discretion (provided the Consent Solicitation with respect to such series of Existing Senior Notes is also terminated as of such date and time) and (iii) the termination of the Consent Solicitation with
respect to such series of Existing Senior Notes. The occurrence of such event with respect to a series of Existing Senior Notes is referred to as the Withdrawal Deadline for such series of Existing Senior Notes.
If the Exchange Offers are not subscribed in an amount that results in the Holdco Issuer issuing Intermediate Holdco Secured Notes in an aggregate principal
amount equal to at least the Holdco Notes Amount as consideration to tendering holders of Existing Senior Notes accepted in the Exchange Offers, the applicable Exchange Consideration for each series of Existing Senior Notes of each tendering holder
of Existing Senior Notes accepted in the Exchange Offers will be automatically reallocated such that (i) the remaining amount of Intermediate Holdco Secured Notes necessary to reach the Holdco Notes Amount will be issued to such tendering
holders whose Existing Senior Notes have been validly tendered and accepted for purchase pursuant to the terms of the Exchange Offers and (ii) any tendering holder to which such reallocation is applied will have a corresponding dollar-for-dollar reduction in the amount of New First Lien Notes and New Second Lien Notes issued to such tendering holders (with such New First Lien Notes and New Second
Lien Notes reduced pro rata in accordance with the allocation among such New Secured Notes set forth in the table above) (such reallocation, the Exchange Consideration Reallocation ). The Holdco Issuer will determine the Exchange
Consideration Reallocation in its sole discretion by calculating the percentage increase in the aggregate principal amount of Intermediate Holdco Secured Notes necessary to reach the Holdco Notes Amount and applying such percentage increase to the
principal amount of Intermediate Holdco Secured Notes that would have been issued to such holder prior to any reallocation and having a corresponding dollar-for-dollar
decrease in the New First Lien Notes and New Second Lien Notes that would have been issued to such holder prior to any reallocation. In addition, the Level 3 Tender Cap limits the maximum aggregate principal amount of the 8.50% Senior Notes due
2027 that may be exchanged at Acceptance Priority Level 3 to $500.0 million; accordingly, acceptance for tenders of any 8.50% 2027 Notes may be subject to proration at Acceptance Priority Level 3 if the aggregate
principal amount of 8.50% 2027 Notes validly tendered would result in the aggregate principal amount of 8.50% 2027 Notes exceeding the Level 3 Tender Cap. Any 8.50% 2027 Notes not accepted at Acceptance Priority Level 3 as a result
of proration will be exchanged at Acceptance Priority Level 11 .
The Offerors expressly reserve the right, but are under no obligation, to
increase or decrease the Maximum New Secured Notes Amount, the Maximum First Lien Notes Amount, the Maximum Second Lien Notes Amount, the Holdco Notes Amount and/or the Level 3 Tender Cap set forth in the table above, in each case, at any time,
subject to applicable law and any consent rights of the Supporting Holders. This could result in the Offerors purchasing a greater or lesser aggregate principal amount of Existing Senior Notes in the
Offers and issuing a greater or lesser aggregate principal amount of New Secured Notes. There can be no assurance that the Offerors will exercise their right to increase or decrease the Maximum
New Secured Notes Amount, the Maximum First Lien Notes Amount, the Maximum Second Lien Notes Amount, the Holdco Notes Amount and/or the Level 3 Tender Cap. Further, the Offerors expressly reserve the right, but are under no obligation, to
increase or decrease the amount of New First Lien Notes, New Second Lien Notes and/or Intermediate Holdco Secured Notes that comprise the Maximum New Secured Notes Amount and/or the Level 3 Tender Cap, as applicable, at any time, subject to
applicable law and any consent rights of the Supporting Holders. This could result in the Offerors issuing a greater or lesser aggregate principal amount of New First Lien Notes, New Second Lien Notes and/or Intermediate Holdco Secured Notes. There
can be no assurance that the Offerors will exercise their right to increase or decrease the aggregate principal amount of New First Lien Notes, New Second Lien Notes and/or Intermediate Holdco Secured Notes.
The Offerors will exchange any Existing Senior Notes that have been validly tendered at or prior to the Expiration Time and that they choose to accept for
exchange, subject to all conditions to such Exchange Offer and Consent Solicitation having been either satisfied or waived by the Offerors, within three business days following the Expiration Time or as promptly as practicable thereafter (the
settlement date of such exchange with respect to an Exchange Offer and Consent Solicitation being referred to as the Settlement Date ), subject to the Maximum New Secured Notes Amount, the Exchange Consideration Reallocation, the
Acceptance Priority Level and proration.
Subject to the Maximum New Secured Notes Amount, the Level 3 Tender Cap, and proration, all Existing Senior
Notes of a series validly tendered at or before the Expiration Time having a higher Acceptance Priority Level will be accepted before any Existing Senior Notes of another series tendered at or before the Expiration Time having a lower Acceptance
Priority Level are accepted, even if the Existing Senior Notes having a lower Acceptance Priority Level were tendered prior to the applicable Early Tender Time and the Existing Senior Notes having a higher Acceptance Priority Level were tendered
after the Early Tender Time but on or prior to the Expiration Time. Accordingly, even if the Offers are fully subscribed such that the aggregate Exchange Consideration issuable in respect of Existing Senior Notes validly tendered equals at least the
Maximum New Secured Notes Amount as of the applicable Early Tender Time, Existing Senior Notes validly tendered at or before the applicable Early Tender Time may be subject to proration if the Offerors accept Existing Senior Notes tendered after the
applicable Early Tender Time but on or prior to the Expiration Time that have a higher Acceptance Priority Level than such Existing Senior Notes. In such a scenario, the Offerors will (assuming satisfaction or waiver of the conditions set forth in
the Exchange Offer Memorandum with respect to the Offers) accept all validly tendered Existing Senior Notes and related consents, on or prior to the Expiration Time on a prorated basis based on the Acceptance Priority Level such that the aggregate
Exchange Consideration equals the Maximum New Secured Notes Amount (subject to rounding down to the nearest $1,000). A Consent Solicitation with respect to a series of Existing Senior Notes will be terminated if either (i) the consents of
holders of a majority in aggregate principal amount of such series of Existing Senior Notes outstanding (excluding any Existing Senior Notes held by the Company or its affiliates) (with respect to each series of Existing Senior Notes, the
Requisite Consents ) for such series are not obtained, or (ii) such series is subject to proration in the related Offer, and in either such case, the applicable Proposed Amendments for such series of Existing Senior Notes will not
All Existing Senior Notes not accepted as a result of proration will be rejected from the applicable Offer and will be promptly
returned to the tendering Eligible Holder.
Existing Senior Notes may be tendered and accepted for exchange only in principal amounts equal to minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof, provided that the New Secured Notes will be issued with minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. If proration causes the
Company to return less than the minimum denomination of a series of Existing Senior Notes to an Eligible Holder, then the Offerors will either accept all or reject all of the Existing Senior Notes of such series tendered by such Eligible Holder. The
amount of New Secured Notes to be issued to any Eligible Holder will be rounded down to the nearest $1,000. Any fractional portion of New Secured Notes not received as a result of rounding down will be paid in cash.
If the Requisite Consents to the applicable Proposed Amendments are received and not revoked with respect to
a series of Existing Senior Notes, the Company or BHA, as the case may be, and the trustee under the Existing Indenture governing such series of Existing Senior Notes are expected to execute a supplemental indenture to such Existing Indenture
providing for the Proposed Amendments (with respect to any such series of Existing Senior Notes, a Supplemental Indenture ), promptly after receipt of such Requisite Consents. The Supplemental Indenture will effect the Proposed Amendments
only with respect to such series of Existing Senior Notes for which the applicable Requisite Consents were received and not revoked. The adoption of the Proposed Amendments with respect to any series of Existing Senior Notes is not conditioned upon
the consummation of any other Consent Solicitation or adoption of the Proposed Amendments in respect of any other series of Existing Senior Notes or obtaining any Requisite Consent with respect to any other series of Existing Senior Notes. The
failure to obtain the Requisite Consents with respect to any series of Existing Senior Notes will not affect the ability of the Company or BHA, as applicable, to enter into the Supplemental Indenture and cause the Proposed Amendments to become
effective for any other series of Existing Senior Notes. If an Exchange Offer or the related Consent Solicitation with respect to a series of Existing Senior Notes is terminated or withdrawn, the Existing Indenture governing such series of Existing
Senior Notes will remain in effect in its present form with respect to such series of Existing Senior Notes. However, if the Proposed Amendments for a series of Existing Senior Notes become operative, holders of such series of Existing Senior Notes
who do not tender Existing Senior Notes will be bound by the applicable Proposed Amendments, meaning that their Existing Senior Notes will be governed by an Existing Indenture as amended by the applicable Supplemental Indenture.
Each Exchange Offer and Consent Solicitation is a separate offer and/or solicitation, and each may be individually amended, extended, terminated or withdrawn,
subject to certain conditions and applicable law, at any time in the Offerors sole discretion, subject to the consent rights of the Supporting Holders, and without amending, extending, terminating or withdrawing any other Exchange Offer or
Consent Solicitation. No Offer is conditioned upon any minimum principal amount of Existing Senior Notes of any series being tendered nor the consummation of any other Offer or Consent Solicitation. Additionally, notwithstanding any other provision
of the Offers, the Offerors obligations to accept and exchange any of the Existing Senior Notes validly tendered pursuant to an Offer is subject to the satisfaction or waiver of certain conditions, as described in the Exchange Offer
Memorandum, and the Offerors each expressly reserves its right, subject to applicable law, to terminate any Offer and/or Consent Solicitation at any time.
The Exchange Offers and Consent Solicitations are being made, and the applicable series of New Secured Notes are being offered, only to holders of the
Existing Senior Notes who are either (a) persons other than U.S. persons as defined in Regulation S, and who agree to purchase the New Secured Notes outside of the United States, and who are otherwise in compliance with the
requirements of Regulation S; or (b) persons who are reasonably believed to be both (i) qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the Securities Act ) and to
whom the New Secured Notes are offered in the United States in a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and (ii) qualified purchasers (as defined in Section 2(a)(51) of the U.S.
Investment Company Act of 1940, as amended; provided that, in each case, if such holder (i) is resident in Canada, such holder is required to complete, sign and submit to the exchange agent a Canadian holder form, which may be obtained
from the information agent, or (ii) is in the European Economic Area or the United Kingdom, such holder is a qualified investor and is not a retail investor . With respect to holders in the European Economic Area, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II ); or (ii) a customer
Last updated: Aug 30, 2022