UNITED STATES
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 earliest event reported): August 31, 2022 (
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| Item 7.01 | Regulation FD Disclosure. |
On August 30, 2022, Bausch Health Companies Inc. (the “Company”) announced that it has commenced (i) offers to exchange (the “Exchange Offers”) (A) the Company’s outstanding 5.25% Senior Notes due 2031, 5.25% Senior Notes due 2030, 5.00% Senior Notes due 2029, 6.25% Senior Notes due 2029, 7.25% Senior Notes due 2029, 5.00% Senior Notes due 2028, 7.00% Senior Notes due 2028, 9.00% Senior Notes due 2025 and (B) Bausch Health Americas, Inc.’s (“BHA”) outstanding 9.25% Senior Notes due 2026 and 8.50% Senior Notes due 2027 (collectively, the “Existing Notes”) for up to an aggregate principal amount of $4.0 billion of new secured notes, comprised of (1) up to $2.5 billion in aggregate principal amount of new 11.00% First Lien Secured Notes due 2028 and up to $500.0 million in aggregate principal amount of new 14.00% Second Lien Secured Notes due 2030, in each case, to be issued by the Company and (2) $1.0 billion in aggregate principal amount of new 9.00% Senior Secured Notes due 2028 to be issued by 1375209 B.C. Ltd., an existing wholly-owned unrestricted subsidiary of the Company that holds 38.6% of the issued and outstanding common shares of Bausch + Lomb Corporation, and (ii) solicitations of consent by the Company and BHA from holders of Existing Notes to amend certain provisions of the applicable indenture governing the related series of Existing Notes (the “Consent Solicitations” and, together with the Exchange Offers, the “Offers”). The Offers are subject to the terms and conditions specified in the Exchange Offer Memorandum and Consent Solicitation Statement, dated August 30, 2022 (the “Exchange Offer Memorandum”).
In the Exchange Offer Memorandum, the Company disclosed that as of June 30, 2022, on a non-consolidated basis, its non-guarantor subsidiaries had an aggregate of $12.6 billion of assets and $4.3 billion of liabilities.
A copy of the Company’s press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release of Bausch Health Companies Inc., dated August 30, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 31, 2022
| BAUSCH HEALTH COMPANIES INC. | ||
| By: | /s/ Tom Vadaketh | |
| Name: | Tom Vadaketh | |
| Title: | Executive Vice President, Chief Financial Officer | |