LAVAL, Quebec, Feb. 22, 2019 /PRNewswire/ -- Bausch Health
Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the "Company")
announced today that it has priced its previously announced
offering of $500,000,000 aggregate
principal amount of 5.750% senior secured notes due 2027 (the
"Secured Notes") and that Bausch Health Americas, Inc. (f/k/a
Valeant Pharmaceuticals International) ("BHA"), the Company's
wholly owned indirect subsidiary, has priced its previously
announced offering of 8.500% senior unsecured notes due 2027 (the
"Unsecured Notes" and, together with the Secured Notes, the
"Notes"). The aggregate size of the offering of the Unsecured
Notes is $1,000,000,000, which
reflects an increase of $250,000,000
from the previously announced offering size of $750,000,000. The Unsecured Notes will be
additional notes and form part of the same series as BHA's existing
8.500% senior notes due 2027. The Secured Notes will be sold to
investors at a price of 100.00% of the principal amount thereof and
the Unsecured Notes will be sold to investors at a price of 103.25%
of the principal amount thereof (representing a yield to worst of
7.748%). Bausch Health intends to use the net proceeds from the
offerings of the Notes, along with cash on hand, to repurchase
$1,500 million aggregate purchase
price of outstanding notes pursuant to tender offers announced
earlier today and upsized this afternoon, including the Company's
outstanding 5.625% Senior Notes due 2021 (the "5.625% Notes") and
up to $800,000,000 aggregate purchase
price across the Company's outstanding 5.50% Senior Notes due 2023
(the "5.50% Notes") and 5.875% Senior Notes due 2023 (the "5.875%
Notes" and, together with the 5.625% Notes and the 5.50% Notes, the
"Existing Notes"), and to pay related fees and expenses. The
Company expects the after-tax impact of these transactions to be
neutral to 2019 adjusted net income. This announcement does not
constitute an offer to purchase or the solicitation of an offer to
sell the Existing Notes.
The Secured Notes will be guaranteed by BHA and each of the
Company's other subsidiaries that are guarantors under the
Company's credit agreement and existing senior notes and will be
secured on a first priority basis by liens on the assets that
secure the Company's credit agreement and existing senior secured
notes. The Unsecured Notes will be guaranteed by the Company and
each of its subsidiaries (other than BHA) that are guarantors under
the Company's credit agreement and existing senior notes.
Consummation of the offerings of the Notes is subject to various
closing conditions, and there can be no assurance that the Company
will be able to successfully complete these transactions on the
terms described above, or at all. In addition, neither offering is
contingent on the consummation of the other.
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
securities laws.
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.
About Bausch Health
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 global health.
Forward-looking Statements
This news release may
contain forward-looking statements, including, but not limited to,
our financing plans, including the offerings of the Notes and the
details thereof, including the proposed use of proceeds therefrom,
and other expected effects of the offerings of the Notes.
Forward-looking statements may generally be identified by the use
of the words "anticipates," "expects," "intends," "plans,"
"should," "could," "would," "may," "will," "believes," "estimates,"
"potential," "target," or "continue" and variations or similar
expressions. These statements are based upon the current
expectations and beliefs of management and are subject to certain
risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
These risks and uncertainties include, but are not limited to, the
aggregate amount of notes tendered pursuant to the tender offers
(which could lead to repurchases of other notes) and risks and
uncertainties discussed in our most recent annual and quarterly
reports and detailed from time to time in our other filings with
the Securities and Exchange Commission and the Canadian Securities
Administrators, which risks and uncertainties are incorporated
herein by reference. 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. We
undertake 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, except as required
by law.
Investor
Contact:
|
Media
Contact:
|
Arthur
Shannon
|
Lainie
Keller
|
arthur.shannon@bauschhealth.com
|
lainie.keller@bauschhealth.com
|
(514)
856-3855
|
(908)
927-0617
|
(877) 281-6642 (toll
free)
|
|
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SOURCE Bausch Health Companies Inc.