SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
Secured Notes Offering
On January 27, 2022, Bausch Health Companies Inc. (the “Company”) announced that it launched and priced an offering of $1.0 billion aggregate principal amount of new senior secured notes due 2027 (the “Notes”). The Notes will bear interest at a rate of 6.125% per year, and the offering price for the Notes was 100.000% 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.
Closing of the Notes offering will not be conditioned upon completion of the initial public offering (“IPO”) of Bausch + Lomb Corporation (“Bausch + Lomb” and such offering, the “Bausch + Lomb IPO”), but if the Bausch + Lomb IPO does not occur on or prior to August 15, 2022, the Company will be required to redeem the Notes at such time at a redemption price equal to the issue price of the Notes plus accrued and unpaid interest.
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 Number |
Description | |
| 99.1 | Press release announcing the launch of the Notes offering, dated January 27, 2022 | |
| 99.2 | Press release announcing the pricing of the Notes offering, dated January 27, 2022 | |
| 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/ Sam Eldessouky | |||
| Name: | Sam Eldessouky | |||
| Title: | Executive Vice President, Chief Financial Officer | |||
Date: January 27, 2022