LAVAL, Quebec, May 24, 2021 /PRNewswire/ -- Bausch Health
Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the "Company")
announced today that it has launched an offering of $1.6 billion aggregate principal amount of new
senior secured notes due 2028 (the "Notes"). The proceeds from the
offering of the Notes, along with cash on hand, are expected to be
used to fund the repurchase of $1.6
billion aggregate principal amount of the Company's existing
7.00% Senior Secured Notes due 2024 (the "2024 Notes") pursuant to
the Company's concurrently announced tender offer (the "Tender
Offer") and to pay related fees, premiums and expenses. This
announcement does not constitute an offer to purchase or the
solicitation of an offer to sell the 2024 Notes.
The Notes will be guaranteed by each of the Company's
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 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.
The Company also announced that it intends to issue a
conditional notice of redemption today to redeem the full aggregate
principal amount of 2024 Notes that remain outstanding
following the consummation of the Tender Offer. This announcement
does not constitute an offer to purchase or notice of redemption
with respect to the 2024 Notes. The Tender Offer is subject to and
conditioned upon the satisfaction or waiver of certain conditions
described in the offer to purchase related to the Tender Offer,
including the completion of the offering of the Notes. The
Redemption is conditioned upon the completion by the Company or its
subsidiaries of one or more debt financings in an aggregate
principal amount of at least $1.6
billion (the "Condition"), which the Company expects to
satisfy upon closing of the offering of the Notes.
A copy of the conditional notice of redemption with respect to
the 2024 Notes will be issued to the record holders of the 2024
Notes. Payment of the redemption price and surrender of the 2024
Notes for redemption will be made through the facilities of the
Depository Trust Company in accordance with the applicable
procedures of the Depository Trust Company on June 23, 2021, unless no 2024 Notes remain
outstanding following the consummation of the Tender Offer or the
Condition is not satisfied. If the Condition is not satisfied, the
redemption date will be delayed until the Condition is satisfied.
The name and address of the paying agent are as follows: The Bank
of New York Mellon Trust Company, N.A., c/o The Bank of New York
Mellon; 111 Sanders Creek Parkway, East
Syracuse, N.Y. 13057; Attn: Redemption Unit; Tel: (800) 254-
2826.
The foregoing transactions are subject to market and other
conditions and are anticipated to close in the second quarter of
2021. 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.
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 contains forward-looking information and
statements, within the meaning of applicable securities laws
(collectively, "forward-looking statements"), including, but not
limited to, our financing plans and details thereof, including the
proposed use of proceeds therefrom, our ability to close the
offering of the Notes, and the other expected effects of the
offering of the Notes, and the Tender Offer, the details thereof
and other expected effects of the Tender Offer. Forward-looking
statements may generally be identified by the use of the words
"anticipates," "expects," "intends," "plans," "should," "could,"
"would," "may," "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 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 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 relating to the Company's proposed plan to
separate its eye health business from the remainder of Bausch
Health, including the expected benefits and costs of the separation
transaction, the expected timing of completion of the separation
transaction and its terms, the Company's ability to complete the
separation transaction considering the various conditions to the
completion of the separation transaction (some of which are outside
the Company's control, including conditions related to regulatory
matters and a possible shareholder vote, if applicable), that
market or other conditions are no longer favorable to completing
the transaction, that any shareholder, stock exchange, regulatory
or other approval (if required) is not obtained on the terms or
timelines anticipated or at all, business disruption during the
pendency of or following the separation transaction, diversion of
management time on separation transaction-related issues, retention
of existing management team members, the reaction of customers and
other parties to the separation transaction, the qualification of
the separation transaction as a tax-free transaction for Canadian
and/or U.S. federal income tax purposes (including whether or not
an advance ruling from either or both of the Canada Revenue Agency
and the Internal Revenue Service will be sought or obtained),
potential dis-synergy costs between the separated entity and the
remainder of Bausch Health, impact of the separation, including the
leverage of Bausch Health and the eye health business after the
separation, transaction on relationships with customers, suppliers,
employees and other business counterparties, general economic
conditions, conditions in the markets Bausch Health is engaged in,
behavior of customers, suppliers and competitors, technological
developments and legal and regulatory rules affecting Bausch
Health's business. In particular, the Company can offer no
assurance that any separation transaction will occur at all, or
that any separation transaction will occur on the terms and
timelines anticipated by the Company. 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, 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 decrease).
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.
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)
|
|
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SOURCE Bausch Health Companies Inc.