SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported): May 12, 2020 (
(Exact Name of Registrant as Specified in Its Charter)
| |
|
| ||
| (State or Other Jurisdiction of Incorporation or Organization)
|
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices)(Zip Code)
(Registrant’s telephone number, including area code)
(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 | ||
| |
|
|
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 2.04. Triggering Event That Accelerates or Increases a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
On May 11, 2020, Bausch Health Companies Inc. (the “Company”) issued a conditional notice of redemption to redeem all of its outstanding 6.500% Senior Secured Notes due 2022 (the “Existing Notes”). The redemption is expected to occur on June 10, 2020 (the “Redemption Date”), subject to satisfaction or waiver by the Company of the Condition (as defined below). The Existing Notes were issued under an indenture dated as of March 21, 2017, by and among the Company, the guarantors signatory thereto and The Bank of New York Mellon, as trustee and collateral agent, as supplemented and amended (the “Indenture”). The Existing Notes will be redeemed pursuant to Article 3 of the Indenture if the Condition is satisfied or waived. The redemption price for the Existing Notes will be $1,016.25 per $1,000 principal amount, plus accrued and unpaid interest to, but not including, the Redemption Date.
The redemption of the Existing Notes 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 $1.25 billion (the “Condition”), which the Company expects to satisfy upon closing of the offering of the Notes (as defined below). Any such financings are subject to market and other conditions.
The foregoing is qualified by reference to the press release that is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 8.01 | Other Events. |
Unsecured Notes Offering
On May 11, 2020, the Company announced that it launched, and priced and upsized an offering of $1,500,000,000 aggregate principal amount of 6.250% Senior Notes due 2029 (the “Notes”). The size of the offering reflects an increase of $250,000,000 in aggregate principal amount of the Notes from the previously announced offering size of $1,250,000,000. The offering price for the Notes was 100% of the principal amount thereof. The Notes will be offered in the United States to qualified institutional investors pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
The Company also issued press releases pursuant to Rule 135c under the Securities Act relating to the offering of the Notes. In accordance with Rule 135c(d) under the Securities Act, copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
The foregoing is qualified by reference to the press releases that are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
This Current Report on Form 8-K and the press releases attached hereto as Exhibits 99.1 and 99.2 do not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. 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 securities in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |||
| 99.1 |
Press release announcing the launch of the notes offering and the conditional redemption of the Existing Notes, dated May 11, 2020 | |||
| 99.2 |
Press release announcing the pricing and upsize of the notes offering and prepayment of term loans, dated May 11, 2020 | |||
| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||
EXHIBIT INDEX
| Exhibit |
Description | |||
| 99.1 |
||||
| 99.2 |
||||
| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||
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.
| BAUSCH HEALTH COMPANIES INC. | ||
| By: |
/s/ Paul S. Herendeen | |
| Name: |
Paul S. Herendeen | |
| Title: |
Executive Vice President, Chief Financial Officer | |
Date: May 12, 2020