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Item 1.01.
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Entry into a Material Definitive Agreement.
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Senior Notes Offering
On December 3, 2020, Bausch Health Companies Inc. (the “Company”) completed its previously announced offering of $1,000,000,000 aggregate principal amount of its 5.000% Senior Notes due 2029 (the “2029 Notes”) and $1,000,000,000 aggregate principal amount of its 5.250% Senior Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”).
The Notes were offered in the United States and sold to qualified institutional buyers 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 Notes have not been and will not be registered under 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 the registration requirements.
The proceeds of the Notes offering, along with cash on hand, will be used to fund the Company’s previously announced redemptions in full of its outstanding (i) 4.50% Senior Notes due 2023 and (ii) 5.50% Senior Notes due 2023, and to pay related fees and expenses.
The Notes Indenture
The Notes were issued pursuant to the indenture, dated as of December 3, 2020 (the “Indenture”), among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee.
Interest and Maturity
Pursuant to the Indenture, the 2029 Notes will mature on February 15, 2029 and the 2031 Notes will mature on February 15, 2031. Interest on each series of the Notes will be payable semi-annually in arrears on each February 15 and August 15, beginning on August 15, 2021.
Guarantees
The Notes will initially be jointly and severally guaranteed on a senior unsecured basis by each of the Company’s subsidiaries that is a guarantor under the Company’s existing credit agreement (the “Credit Agreement”), the Company’s existing senior secured notes (the “Existing Senior Secured Notes”) and the Company’s existing senior unsecured notes (together, the “Note Guarantors”).
Ranking
The Notes and the guarantees related thereto will be:
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senior unsecured obligations of the Company and the Note Guarantors, as applicable;
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pari passu in right of payment with all existing and future unsubordinated indebtedness of the Company or the applicable Note Guarantor;
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senior in right of payment to all existing and future indebtedness of the Company or the applicable Note Guarantor that expressly provides for its subordination to the Notes or the applicable guarantee;
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structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Notes to the extent of the value of such subsidiaries’ assets; and
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effectively subordinated to all existing and future secured indebtedness of the Company or the applicable Note Guarantor, including the Credit Agreement and the Existing Senior Secured Notes, to the extent of the value of the assets securing such indebtedness.
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Redemption
The 2029 Notes will be redeemable at the option of the Company, in whole or in part, at any time on or after February 15, 2024, at the redemption prices as set forth in the Indenture. The 2031 Notes will be redeemable at the option of the Company, in whole or in part, at any time on or after February 15, 2026, at the redemption prices as set forth in the Indenture.
In addition, the Company may redeem some or all of the 2029 Notes prior to February 15, 2024 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to February 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the 2029 Notes using the net cash proceeds of certain equity offerings at the redemption price set forth in the Indenture.