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.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number 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.
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