LAVAL, Quebec, Nov. 7, 2018 /CNW/ -- Bausch Health
Companies Inc. (NYSE/TSX: BHC) ("Bausch Health," the "Company" or
the "Offeror") announced today that it has commenced a cash tender
offer (the "Tender Offer") to purchase any and all of its outstanding
7.500% Senior Notes due 2021 (the "Notes"). The Company is also
soliciting consents (the "Solicitation") to certain proposed
amendments to the indenture governing the Notes to eliminate
substantially all of the restrictive covenants and events of
default and related provisions contained in the indenture (the
"Proposed Amendments").
The terms and conditions of the Tender Offer and the Solicitation
are described in an Offer to Purchase and Consent Solicitation
Statement dated Nov. 7, 2018 (the
"Statement") and the related Letter of Transmittal and Consent.
The following table sets forth certain terms of the Tender Offer
and the Solicitation:
Issuer
|
Series of
Notes
|
144A
CUSIP/ISIN
Number
|
Reg S
CUSIP/ISIN
Number
|
Aggregate
Principal Amount Outstanding
|
Tender Offer
Consideration1
|
Consent
Payment1
|
Total
Consideration1,2
|
Bausch Health
Companies Inc.
|
7.500% Senior Notes
Due 2021
|
92912EAA1 /
US92912EAA10
|
C96715AA2
/
USC96715AA29
|
$1,500,000,000
|
$992.50
|
$30.00
|
$1,022.50
|
|
|
|
|
|
|
|
|
1 Per
$1,000 principal amount of Notes validly tendered and accepted for
purchase in the Tender Offer (exclusive of any Accrued Interest,
which will be paid by the Offeror in addition to the Tender Offer
Consideration or the Total Consideration, as applicable, to, but
not including, the applicable Settlement Date).
|
2 Includes
the Consent Payment.
|
The Tender Offer and Solicitation will expire at 11:59 p.m., New York
City time, on Dec. 6, 2018
(such date and time, as it may be extended, the "Expiration Date").
No tenders will be valid if submitted after the Expiration Date.
Tendered Notes and the related consents may be withdrawn from the
Tender Offer at or prior to, but not after, 5:00 p.m., New York
City time, on Nov. 21, 2018
(such date and time, as it may be extended, the "Withdrawal
Deadline"). Holders of Notes who tender their Notes after the
Withdrawal Deadline, but prior to the Expiration Date, may not
withdraw their tendered Notes or revoke their delivered consents,
except for certain limited circumstances where additional
withdrawal rights are required by law. Holders may not tender their
Notes without delivering their consents to the proposed amendments
to the indenture and the Notes and may not deliver their consents
without tendering their Notes pursuant to the Tender Offer.
Subject to the terms and conditions of the Tender Offer, the
consideration for each $1,000
principal amount of Notes validly tendered (and not validly
withdrawn) and accepted for purchase pursuant to the Tender Offer
and the Solicitation will be the tender offer consideration for the
Notes set forth in the table above (the "Tender Offer
Consideration"). Holders of Notes that are validly tendered (and
not validly withdrawn) at or prior to 5:00
p.m., New York City time,
on Nov. 21, 2018 (such date and time,
as it may be extended, the "Consent Date") and accepted for
purchase pursuant to the Tender Offer and the Solicitation will
receive the Tender Offer Consideration plus the consent payment, if
any, for the Notes set forth in the table above (the "Consent
Payment" and, together with the Tender Offer Consideration, the
"Total Consideration") on the Early Settlement Date (as defined
below), which is currently expected to be Nov. 30, 2018. Holders of Notes validly tendered
after the Consent Date, but at or prior to the Expiration Date, and
accepted for purchase pursuant to the Tender Offer and the
Solicitation will receive the Tender Offer Consideration, but not
the Consent Payment. No tenders will be valid if submitted after
the Expiration Date.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all Holders of Notes accepted for
purchase pursuant to the Tender Offer and the Solicitation will, on
the Early Settlement Date or the Final Settlement Date (as defined
below), as applicable, also receive accrued and unpaid interest on
the Notes from the last interest payment date to, but not
including, the Early Settlement Date or the Final Settlement Date,
as applicable (the "Accrued Interest").
If the Company receives valid consents of the holders of a
majority in aggregate principal amount of the outstanding Notes
(the "Requisite Consents"), the Company will execute the
Supplemental Indenture effecting the Proposed Amendments. The
Proposed Amendments will not become effective, however, until after
a majority in aggregate principal amount of the outstanding Notes,
whose holders have delivered consents to the proposed amendments,
have been accepted for payment.
The Offeror reserves the right, in its sole discretion, at any
point following the Consent Date and prior to the Expiration Date,
to accept for purchase any Notes validly tendered (and not validly
withdrawn) at or prior to the Consent Date (the date of such
acceptance and purchase, the "Early Settlement Date"). The Early
Settlement Date will be determined at the Offeror's option,
assuming the conditions to the Tender Offer and the Solicitation
have been either satisfied or waived by the Offeror at or prior to
the Early Settlement Date. If the Offeror elects to have an Early
Settlement Date, it will accept Notes validly tendered at or prior
to the Consent Date. Irrespective of whether the Offeror chooses to
exercise its option to have an Early Settlement Date, it will
purchase any remaining Notes that have been validly tendered at or
prior to the Expiration Date and accepted for purchase, subject to
all conditions to the Tender Offer and the Solicitation having been
either satisfied or waived by the Offeror, promptly following the
Expiration Date (the date of such acceptance and purchase, the
"Final Settlement Date"; the Final Settlement Date and the Early
Settlement Date each being a "Settlement Date"). The Final
Settlement Date is expected to occur on the second business day
following the Expiration Date, assuming the conditions to the
Tender Offer and the Solicitation have been either satisfied or
waived by the Offeror at or prior to the Expiration Date and all
outstanding Notes are not purchased on the Early Settlement
Date.
The Tender Offer and the Solicitation are subject to, and
conditioned upon, the satisfaction or waiver of certain conditions
described in the Statement, including the completion of the
Company's previously announced incremental term loan facility
and/or other debt financing by Valeant Pharmaceuticals
International, a wholly owned indirect subsidiary of Bausch Health,
incorporated in Delaware, on terms
acceptable to Bausch Health. The Tender Offer and the Solicitation
are also conditioned upon receipt of the Requisite Consents.
Barclays and J.P. Morgan are acting as the dealer managers and
solicitation agents in the Tender Offer and Solicitation. Global
Bondholder Services Corporation has been retained to serve as both
the depositary and the information agent for the Tender Offer and
Solicitation. Persons with questions regarding the Tender Offer and
Solicitation should contact Barclays Capital Inc. at (collect)
(212) 528-7581 or (toll free) (800) 438-3242 and J.P. Morgan
Securities LLC at (collect) (212) 834-3260 or (toll free) (866)
834-4666. Requests for copies of the Statement, the related Letter
of Transmittal and Consent and other related materials should be
directed to Global Bondholder Services Corporation at (toll-free)
(866) 470-4200 or (collect) (212) 430-3774.
None of the Offeror, its board of directors or officers, the
dealer managers and solicitation agents, the depositary, the
information agent or the trustee with respect to the Notes, or any
of their respective affiliates, makes any recommendation that
holders tender or refrain from tendering all or any portion of the
principal amount of their Notes, and no one has been authorized by
any of them to make such a recommendation. Holders must make their
own decision as to whether to tender their Notes and, if so, the
principal amount of Notes to tender. The Tender Offer is made only
by the Statement and related Letter of Transmittal and Consent.
This news release is not an offer to purchase nor a solicitation of
an offer to sell any notes in the Tender Offer nor a solicitation
of consents with respect to the Notes or any other securities. The
Tender Offer and the Solicitation are not being made to holders of
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. In any jurisdiction in which the Tender
Offer and the Solicitation are required to be made by a licensed
broker or dealer, the Tender Offer and the Solicitation will be
deemed to be made on behalf of the Offeror by the dealer managers
and solicitation agents or one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
Any securities issued pursuant to the financing transactions
described above will not be registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities
law and may not be offered or sold in the
United States absent registration or an applicable exemption
from registration under the Securities Act and applicable state
securities laws. Such securities 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.
This news release is being issued pursuant to Rule 135c under
the Securities Act and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities that may be issued pursuant to the financing
transactions described above. Further, nothing contained herein
shall constitute a notice of redemption of the Notes.
About Bausch Health
Bausch Health Companies Inc.
(NYSE/TSX: BHC) is a global company whose mission is to improve
people's lives with our health care products. We develop,
manufacture and market a range of pharmaceutical, medical device
and over-the-counter products, primarily in the therapeutic areas
of eye health, gastroenterology and dermatology. We are delivering
on our commitments as we build an innovative company dedicated to
advancing global health.
Caution Regarding Forward-Looking Information and "Safe
Harbor" Statement
This news release may contain
forward-looking statements, including, but not limited to, the
Tender Offer, the Solicitation, the details thereof and other
expected effects of the Tender Offer or the Solicitation and the
proposed incremental term loan facility and senior secured notes
offering and the use of proceeds therefrom. Forward-looking
statements may generally be identified by the use of the words
"anticipates," "expects," "intends," "plans," "should," "could,"
"would," "may," "will," "believes," "estimates," "potential,"
"target," or "continue" and variations or similar expressions.
These statements are based upon the current expectations and
beliefs of management and are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. These risks
and uncertainties include, but are not limited to, the aggregate
amount of notes tendered (which could lead to repurchases of other
notes), the successful closing of the incremental term loan
facility and pricing and closing of the senior secured notes and
risks and uncertainties discussed in the Company's most recent
annual and quarterly reports and detailed from time to time in
Bausch Health's other filings with the Securities and Exchange
Commission and the Canadian Securities Administrators, which
factors are incorporated herein by reference. Readers are cautioned
not to place undue reliance on any of these forward-looking
statements. These forward-looking statements speak only as of the
date hereof. Bausch Health undertakes no obligation to update any
of these forward-looking statements to reflect events or
circumstances after the date of this news release or to reflect
actual outcomes, unless required by law.
Investor
Contact:
|
Media
Contact:
|
Arthur
Shannon
|
Lainie
Keller
|
arthur.shannon@bauschhealth.com
|
lainie.keller@bauschhealth.com
|
(514)
856-3855
|
(908)
927-0617
|
(877) 281-6642 (toll
free)
|
|
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SOURCE Bausch Health Companies Inc.