UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Bausch Health Companies Inc.
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(Name of Issuer)
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Common Shares, no par value
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(Title of Class of Securities)
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071734107
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(CUSIP Number)
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Mark Horowitz
Co-President
Glenview Capital Management
767 Fifth Avenue, 44th Floor
New York, NY 10153
(212) 812-4700
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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July 17, 2020
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ⌧
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Note: Schedules filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 071734107
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SCHEDULE 13D
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Page 2 of 7
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1
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NAME OF REPORTING PERSON
Glenview Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
20,944,128(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%(2)
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14
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TYPE OF REPORTING PERSON
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(1)
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Includes 5,300,000 Shares (as defined herein) underlying Call Options (as defined herein). The Reporting Persons do not have the right to exercise the Call Options within 60 days, do
not have direct or indirect voting power or investment power over the Shares underlying the Call Options, and do not have the right to acquire such power over such Shares within 60 days. Notwithstanding the foregoing, based on Rule
13d-3(d) under the Securities Exchange Act of 1934, as amended (the “Act”), such Shares underlying the Call Options have been included in the Reporting Person’s reported beneficial ownership as of the date of this Schedule 13D.
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(2)
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Based on a total of 354,727,444 Shares outstanding as of April 30, 2020, based on the Issuer’s Quarterly Report on Form 10-Q, filed May 7, 2020.
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CUSIP No. 071734107
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SCHEDULE 13D
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Page 3 of 7
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1
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NAME OF REPORTING PERSON
Larry Robbins
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
20,944,128(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%(2)
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14
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TYPE OF REPORTING PERSON
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(1)
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Includes 5,300,000 Shares underlying Call Options. The Reporting Persons do not have the right to exercise the Call Options within 60 days, do not have direct or indirect voting power or investment power over
the Shares underlying the Call Options, and do not have the right to acquire such power over such Shares within 60 days. Notwithstanding the foregoing, based on Rule 13d-3(d) under the Act, such Shares underlying the Call Options have
been included in the Reporting Person’s reported beneficial ownership as of the date of this Schedule 13D.
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(2)
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Based on a total of 354,727,444 Shares outstanding as of April 30, 2020, based on the Issuer’s Quarterly Report on Form 10-Q, filed May 7, 2020.
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CUSIP No. 071734107
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SCHEDULE 13D
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Page 4 of 7
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CUSIP No. 071734107
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SCHEDULE 13D
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Page 5 of 7
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CUSIP No. 071734107
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SCHEDULE 13D
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Page 6 of 7
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Exhibit
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Description
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Exhibit A
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Joint Filing Agreement
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Exhibit B
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Power of Attorney
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Exhibit C
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Schedule of Transactions
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CUSIP No. 071734107
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SCHEDULE 13D
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Page 7 of 7
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GLENVIEW CAPITAL MANAGEMENT, LLC
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By:
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/s/ Mark J. Horowitz
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Name:
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Mark J. Horowitz
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Title:
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Co-President of Glenview Capital Management, LLC
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LARRY ROBBINS
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By:
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/s/ Mark J. Horowitz
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Name:
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Mark J. Horowitz, attorney-in-fact for Larry Robbins
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GLENVIEW CAPITAL MANAGEMENT, LLC
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By:
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/s/ Mark J. Horowitz
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Name:
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Mark J. Horowitz
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Title:
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Co-President of Glenview Capital Management, LLC
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LARRY ROBBINS
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By:
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/s/ Mark J. Horowitz
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Name:
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Mark J. Horowitz, attorney-in-fact for Larry Robbins
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/s/ Larry Robbins
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Larry Robbins
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Name of Account
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Title of Security
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Date of Transaction
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Nature of Transaction
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Quantity of Shares*
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Price per Share
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|||||
Glenview Capital Opportunity Fund, L.P.
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Common Shares
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05/28/2020
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Buy
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280,840
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$18.47
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Glenview Offshore Opportunity Master Fund, Ltd.
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Common Shares
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05/28/2020
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Buy
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244,255
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$18.47
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Glenview Healthcare Partners, L.P.
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Common Shares
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05/28/2020
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Buy
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6,638
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$18.47
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Glenview Healthcare Partners, L.P.
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Common Shares
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06/10/2020
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Sell
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2,923
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$19.87
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Glenview Capital Opportunity Fund, L.P.
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Common Shares
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06/11/2020
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Sell
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75,801
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$17.35
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Glenview Offshore Opportunity Master Fund, Ltd.
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Common Shares
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06/11/2020
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Sell
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64,588
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$17.35
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Glenview Capital Opportunity Fund, L.P.
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Common Shares
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06/11/2020
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Sell
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11,125
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$17.22
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Glenview Offshore Opportunity Master Fund, Ltd.
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Common Shares
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06/11/2020
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Sell
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9,480
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$17.22
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Glenview Capital Opportunity Fund, L.P.
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Zero-Strike Call Options Expiring 11/12/2021
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07/16/2020
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Buy
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513,600
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$18.05
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Glenview Offshore Opportunity Master Fund, Ltd.
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Zero-Strike Call Options Expiring 11/12/2021
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07/16/2020
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Buy
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440,100
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$18.05
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