Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Bausch Health Companies Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
071734107
(CUSIP Number)
November 3, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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 (“Act”) 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).
| CUSIP No. 071734107 | Schedule 13G | Page 1 of 9 |
| 1 |
Names of Reporting Persons
GoldenTree Asset Management LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
19,421,054 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
19,421,054 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,421,054 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.4% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 071734107 | Schedule 13G | Page 2 of 9 |
| 1 |
Names of Reporting Persons
GoldenTree Asset Management LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
19,421,054 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
19,421,054 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,421,054 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.4% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability company) | |||||
| CUSIP No. 071734107 | Schedule 13G | Page 3 of 9 |
| 1 |
Names of Reporting Persons
Steven A. Tananbaum | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
332,000 | ||||
| 6 | Shared Voting Power
19,421,054 | |||||
| 7 | Sole Dispositive Power
332,000 | |||||
| 8 | Shared Dispositive Power
19,421,054 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,753,054 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.5% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 071734107 | Schedule 13G | Page 4 of 9 |
| ITEM 1. | (a) Name of Issuer: |
Bausch Health Companies Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
2150 St. Elzéar Blvd. West, Laval, Québec, Canada H7L 4A8.
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
GoldenTree Asset Management LP (the “Investment Manager”)
GoldenTree Asset Management LLC (“IMGP”)
Steven A. Tananbaum
| (b) | Address or Principal Business Office: |
The principal business address of each of the Reporting Persons is 300 Park Avenue, 21st Floor, New York, NY 10022.
| (c) | Citizenship of each Reporting Person is: |
Investment Manager and IMGP are organized under the laws of the State of Delaware. Mr. Tananbaum is a citizen of the United States.
| (d) | Title of Class of Securities: |
Common Shares, no par value (“Common Shares”).
| (e) | CUSIP Number: |
071734107
| ITEM 3. |
|
Not applicable.
| CUSIP No. 071734107 | Schedule 13G | Page 5 of 9 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of the date hereof, based upon 361,868,131 Ordinary Shares outstanding as of October 28, 2022, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2022.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole power of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| GoldenTree Asset Management LP |
19,421,054 | 5.4 | % | 0 | 19,421,054 | 0 | 19,421,054 | |||||||||||||||||
| GoldenTree Asset Management LLC |
19,421,054 | 5.4 | % | 0 | 19,421,054 | 0 | 19,421,054 | |||||||||||||||||
| Steven A. Tananbaum |
19,753,054 | 5.5 | % | 332,000 | 19,421,054 | 332,000 | 19,421,054 | |||||||||||||||||
The securities reported in the table above include 19,421,054 Ordinary Shares held of record by certain managed accounts (collectively, the “Accounts”) for which the Investment Manager serves as investment manager. In addition, Mr. Tananbaum is the holder of record of 332,000 Ordinary Shares. Mr. Tananbaum is the managing member of IMGP, which is the general partner of the Investment Manager. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities held of record by the Accounts.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
The Investment Manager is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended. The business of Investment Manager is the rendering of financial services and as such, it provides discretionary investment advisory services to each of the Accounts, which have the right to receive the proceeds from the sale of, or the power to direct the receipt of dividends from, the securities reported in this Schedule 13G.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| CUSIP No. 071734107 | Schedule 13G | Page 6 of 9 |
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 071734107 | Schedule 13G | Page 7 of 9 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2023
| GOLDENTREE ASSET MANAGEMENT LP | ||
| By: GoldenTree Asset Management LLC, its general partner | ||
| By: | /s/ Steven A. Tananbaum | |
| Name: | Steven A. Tananbaum | |
| Title: | Managing Member | |
| GOLDENTREE ASSET MANAGEMENT LLC | ||
| By: | /s/ Steven A. Tananbaum | |
| Name: | Steven A. Tananbaum | |
| Title: | Managing Member | |
| STEVEN A. TANANBAUM | ||
| /s/ Steven A. Tananbaum | ||
| CUSIP No. 071734107 | Schedule 13G | Page 8 of 9 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement. | |
| CUSIP No. 071734107 | Schedule 13G | Page 9 of 9 |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 13, 2023.
| GOLDENTREE ASSET MANAGEMENT LP | ||
| By: GoldenTree Asset Management LLC, its general partner | ||
| By: | /s/ Steven A. Tananbaum | |
| Name: | Steven A. Tananbaum | |
| Title: | Managing Member | |
| GOLDENTREE ASSET MANAGEMENT LLC | ||
| By: | /s/ Steven A. Tananbaum | |
| Name: | Steven A. Tananbaum | |
| Title: | Managing Member | |
| STEVEN A. TANANBAUM | ||
| /s/ Steven A. Tananbaum | ||