LAVAL, Quebec, May 24, 2021 /PRNewswire/ -- 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 7.00% Senior Secured Notes due 2024 (the "Notes"). The
terms and conditions of the Tender Offer are described in an
Offer to Purchase dated May 24,
2021 (as it may be amended or supplemented from time to time,
the "Offer to Purchase").
The following table sets forth certain terms of the Tender
Offer:
Issuer
|
Series of
Notes
|
144A
CUSIP/ISIN
Number
|
Reg S
CUSIP/ISIN
Number
|
Aggregate
Principal
Amount
Outstanding(1)
|
Tender Offer
Consideration(2)
|
Early
Tender
Premium(3)
|
Total
Consideration(2)(3)
|
Bausch Health
Companies Inc.
|
7.00% Senior
Notes Due 2024
|
91911K AK8
US91911KAK88
|
C94143 AK7 /
USC94143AK73
|
$1,600,000,000
|
$989.25
|
$30.00
|
$1,019.25
|
(1)
|
As of May 24, 2021,
there was $1.7 billion aggregate principal amount of the Notes
outstanding. The amount above
gives effect to the redemption of $100 million aggregate principal
amount of the Notes on June 2, 2021 pursuant to the Offeror's
previously announced partial redemption of the Notes.
|
(2)
|
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).
|
(3)
|
Includes the Early
Tender Premium.
|
The Tender Offer will expire at 11:59
p.m., New York City time,
on June 21, 2021 (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 may be
withdrawn from the Tender Offer at or prior to, but not after,
5:00 p.m., New York City time, on June 7, 2021 (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, except for
certain limited circumstances where additional withdrawal rights
are required by law.
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withdrawn) and accepted for purchase pursuant to the Tender Offer
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 June 7, 2021 (such date and time, as it may be
extended, the "Early Tender Date") and accepted for purchase
pursuant to the Tender Offer will receive the Tender Offer
Consideration plus the early tender premium, if any, for the Notes
as set forth in the table above (the "Early Tender Premium" and,
together with the Tender Offer Consideration, the "Total
Consideration") on the Early Settlement Date (as defined below),
which is currently expected to be June 8,
2021. Holders of Notes validly tendered after the Early
Tender Date, but at or prior to the Expiration Date, and accepted
for purchase pursuant to the Tender Offer will receive the Tender
Offer Consideration, but not the Early Tender Premium for the
Notes. 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 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, following the consummation of the Tender Offer, any Notes
remain outstanding, the Company will redeem the outstanding Notes
on June 23, 2021, in accordance with
the terms of the Notes and the indenture governing the Notes,
pursuant to a conditional notice of redemption to be issued by the
Company today.
The Offeror reserves the right, in its sole discretion, at any
point following the Early Tender Date and prior to the Expiration
Date, to accept for purchase any Notes validly tendered (and not
validly withdrawn) at or prior to the Early Tender 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 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
Early Tender 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 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 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 is subject to, and conditioned upon, the
satisfaction or waiver of certain conditions described in the Offer
to Purchase, including the completion of the Company's concurrently
announced private offering of $1.6
billion aggregate principal amount senior secured notes, on
terms acceptable to the Company.
Goldman Sachs & Co. LLC is acting as the dealer manager in
the Tender Offer. Global Bondholder Services Corporation has been
retained to serve as both the depositary and the information agent
for the Tender Offer. Persons with questions regarding the Tender
Offer should contact Goldman Sachs & Co. LLC at (collect) (212)
902-5962 or (toll free) (800) 828-3182. Requests for copies of the
Offer to Purchase and other related materials should be directed to
Global Bondholder Services Corporation at (toll-free) (866)
470-3800 or (collect) (212) 430-3774.
None of the Offeror, its board of directors or officers, the
dealer manager, 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 Offer to Purchase.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell any notes in the Tender Offer. The
Tender Offer is 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 is
required to be made by a licensed broker or dealer, the Tender
Offer will be deemed to be made on behalf of the Offeror by the
dealer managers 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.
Forward-Looking Statements
This news release may
contain forward-looking statements, within the meaning of
applicable securities laws (collectively, "forward looking
statements") including, but not limited to, the Tender Offer, the
details thereof and other expected effects of the Tender Offer and
the proposed private offering of senior secured notes 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," "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 these forward-looking
statements. These risks and uncertainties include, but are not
limited to, the risks and uncertainties discussed in the Company's
most recent annual and quarterly reports and detailed from time to
time in the Company's other filings with the U.S. Securities and
Exchange Commission and the Canadian Securities Administrators,
which risks and uncertainties are incorporated herein by reference.
They also include, but are not limited to, risks and uncertainties
relating to the Company's proposed plan to separate its eye health
business from the remainder of Bausch Health, including the
expected benefits and costs of the separation transaction, the
expected timing of completion of the separation transaction and its
terms, the Company's ability to complete the separation transaction
considering the various conditions to the completion of the
separation transaction (some of which are outside the Company's
control, including conditions related to regulatory matters and a
possible shareholder vote, if applicable), that market or other
conditions are no longer favorable to completing the transaction,
that any shareholder, stock exchange, regulatory or other approval
(if required) is not obtained on the terms or timelines anticipated
or at all, business disruption during the pendency of or following
the separation transaction, diversion of management time on
separation transaction-related issues, retention of existing
management team members, the reaction of customers and other
parties to the separation transaction, the qualification of the
separation transaction as a tax-free transaction for Canadian
and/or U.S. federal income tax purposes (including whether or not
an advance ruling from either or both of the Canada Revenue Agency
and the Internal Revenue Service will be sought or obtained),
potential dis-synergy costs between the separated entity and the
remainder of Bausch Health, the impact of the separation, including
the leverage of Bausch Health and the eye health business after the
separation, transaction on relationships with customers, suppliers,
employees and other business counterparties, general economic
conditions, conditions in the markets Bausch Health is engaged in,
behavior of customers, suppliers and competitors, technological
developments and legal and regulatory rules affecting Bausch
Health's business. In particular, the Company can offer no
assurance that any separation transaction will occur at all, or
that any separation transaction will occur on the terms and
timelines anticipated by the Company. They also include, but are
not limited to, risks and uncertainties caused by or relating to
the evolving COVID-19 pandemic, the fear of that pandemic, the
availability and effectiveness of vaccines for COVID-19, and the
potential effects of that pandemic, the severity, duration and
future impact of which are highly uncertain and cannot be
predicted, and which may have a material adverse impact on the
Company, including but not limited to its supply chain, third-party
suppliers, project development timelines, employee base, liquidity,
stock price, financial condition and costs (which may increase) and
revenue and margins (both of which may decrease).
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)
927-1198
|
(877) 281-6642 (toll
free)
|
|
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SOURCE Bausch Health Companies Inc.