8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

March 31, 2021 (March 30, 2021)

Date of report (Date of earliest event reported)

 Bausch Health Companies Inc.

(Exact name of registrant as specified in its charter)

British Columbia	,	Canada	001-14956	98-0448205
(State or other jurisdiction of incorporation)			(Commission file number)	(IRS Employer Identification No.)

2150 St. Elzéar Blvd. West, Laval, Québec, Canada H7L 4A8

(Address of Principal Executive Offices) (Zip Code)

(514) 744-6792

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, No Par Value	BHC	New York Stock Exchange	Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐            

Item 8.01     Other Events.

On March 30, 2021, Bausch Health Companies Inc. (the “Company”) and certain of its affiliates (“Bausch Affiliates”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with an affiliate of ADQ, one of Abu Dhabi’s largest holding companies (the “Purchaser”), pursuant to which the Company and the Bausch Affiliates agreed to sell all of their equity interests in Amoun Pharmaceutical Company S.A.E., a subsidiary of the Company (“Amoun”) for total gross consideration of approximately U.S. $740 million (including the assignment to the Purchaser of an intercompany loan granted by the Company to Amoun), subject to certain adjustments (the “Transaction”). As part of the Transaction, cash generated by Amoun during the period from the locked-box date of January 1, 2021 to the closing of the Transaction will be for the benefit of the Purchaser (subject to working capital during such period), and such cash is not expected to be part of the Company’s consolidated results and will be adjusted for reporting purposes from the consideration, together with other gross to net adjustments, such as taxes and other items.

The Transaction is expected to close in the first half of 2021, subject to customary closing conditions, including receipt of applicable regulatory approvals and the approval of the Financial Regulatory Authority in Egypt of the mandatory tender offer (the “MTO”) to be launched by the Purchaser for all of the issued share capital of Amoun. The shares of Amoun held by the Company and the Bausch Affiliates will be tendered into the MTO at a per share price of EGP 37.806.

A copy of the press release issued by the Company announcing the entry into the Share Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1*	Press Release of Bausch Health Companies Inc., dated March 31, 2021
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

____________________________________

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2021

	BAUSCH HEALTH COMPANIES INC.
By:	/s/ Christina M. Ackermann
	Christina M. Ackermann
	Executive Vice President, General Counsel, Head of Commercial Operations

EX-99.1

Exhibit 99.1

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 AGREES TO SELL AMOUN PHARMACEUTICALS

LAVAL, Quebec, March 31, 2021 – Bausch Health Companies Inc. (NYSE/TSX: BHC) (“Bausch Health” or the “Company”) today announced that it and certain of its affiliates have entered into a definitive agreement to sell all of their equity interests in Amoun Pharmaceutical Company S.A.E. (“Amoun”) to Abu-Dhabi based ADQ (the “Purchaser”), one of the region’s largest holding companies, for total gross consideration of approximately U.S. $740 million (including the assignment to the Purchaser of an intercompany loan granted by Bausch Health to Amoun), subject to certain adjustments. As part of the transaction, cash generated by Amoun during the period from the locked-box date of January 1, 2021 to closing will be for the benefit of the Purchaser1 (subject to working capital during such period), and such cash is not expected to be part of Bausch Health’s consolidated results and will be adjusted for reporting purposes from the consideration, together with other gross to net adjustments, such as taxes and other items. Amoun is one of the largest and most recognized pharmaceutical companies in Egypt that manufactures, markets and distributes branded generics of human and animal health products.

“The sale of Amoun marks significant progress in our efforts to reduce overall Bausch Health debt as we continue to pursue all opportunities to drive value for our shareholders, including preparing for the spinoff of Bausch + Lomb,” said Joseph C. Papa, chairman and CEO, Bausch Health.

The transaction is expected to close in the first half of 2021, subject to customary closing conditions, including receipt of applicable regulatory approvals and the approval of the Financial Regulatory Authority in Egypt of the mandatory tender offer (“MTO”) to be launched by the Purchaser for all of the issued share capital of Amoun. The shares of Amoun held by the Company and its affiliates will be tendered into the MTO at a per share price of EGP 37.806.

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC served as financial advisors to Bausch Health, and Wachtell, Lipton, Rosen & Katz acted as legal advisor to Bausch Health in the transaction.

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. More information can be found at www.bauschhealth.com.

Forward-looking Statements

This news release may contain forward-looking statements, which 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, including statements about the timing of completion of the transaction. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that

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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, risks relating to the transaction not being timely completed, if completed at all, risks related to the receipt of (or failure to receive) the regulatory approvals required in connection with the transaction and the timing of receipt of such approvals; the possibility that the other conditions to the transaction are not received or satisfied on a timely basis or at all; changes in the anticipated timing for closing the transaction; business disruption during the pendency of or following the transaction; diversion of management time on transaction-related issues; and other events that could adversely impact the completion of the transaction, including industry or economic conditions outside of Bausch Health’s control. In addition, actual results are subject to other risks and uncertainties that relate more broadly to Bausch Health’s overall business, including those more fully described in Bausch Health’s most recent annual report on Form 10-K and detailed from time to time in Bausch Health’s other filings with the U.S. Securities and Exchange Commission and the Canadian securities administrators, which factors 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, and the fear of that pandemic and its potential effects, the severity, duration and future impact of which are highly uncertain and cannot be predicted, and which may have a material adverse impact on Bausch Health, including but not limited to its project development timelines, and costs (which may increase). 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.

___________________________________

1. The cash balance reported by Amoun was approximately U.S. $44 million as of Dec. 31, 2020.

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XML

Document	Mar. 31, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 31, 2021
Entity Registrant Name	Bausch Health Companies Inc.
Entity Incorporation, State or Country Code	A1
Entity Address, Country	CA
Entity File Number	001-14956
Entity Tax Identification Number	98-0448205
Entity Address, Address Line One	2150 St. Elzéar Blvd. West
Entity Address, City or Town	Laval
Entity Address, State or Province	QC
Entity Address, Postal Zip Code	H7L 4A8
City Area Code	514
Local Phone Number	744-6792
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, No Par Value
Trading Symbol	BHC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000885590
Amendment Flag	false