LAVAL, QC, May 24, 2021 /PRNewswire/ -- Bausch Health
Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the "Company")
announced today that it has priced its previously announced
offering of $1.6 billion aggregate
principal amount of 4.875% senior secured notes due 2028 (the
"Notes"). The Notes will be sold to investors at a price of 100% of
the principal amount thereof. The proceeds from the offering of the
Notes, along with cash on hand, are expected to be used to fund the
Company's offer to purchase (the "Tender Offer") any and all of its
outstanding 7.00% Senior Secured Notes due 2024 (the "2024 Notes")
and to pay related fees, premiums and expenses. If, following the
consummation of the Tender Offer, any of the 2024 Notes remain
outstanding, the Company will use the remaining net proceeds of the
offering of the Notes to redeem such 2024 Notes (the
"Redemption").
The Notes will be guaranteed by each of the Company's
subsidiaries that are guarantors under the Company's credit
agreement and existing senior notes and will be secured on a first
priority basis by liens on the assets that secure the Company's
credit agreement and existing senior secured notes. Consummation of
the offering of the Notes is subject to various closing
conditions.
The Notes 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. The Notes will be offered in the United States only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under 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
qualified for sale to the public by prospectus under applicable
Canadian securities laws and, accordingly, any offer and sale of
the Notes in Canada will be made
on a basis, which is exempt from the prospectus requirements of
such securities laws.
This announcement does not constitute an offer to purchase or
notice of redemption with respect to the 2024 Notes. The Tender
Offer is subject to, and conditioned upon, the satisfaction or
waiver of certain conditions described in the offer to purchase
related to the Tender Offer, including the completion of the
offering of the Notes. The Redemption 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
$1.6 billion, which the Company
expects to satisfy upon closing of the offering of the Notes.
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, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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 contains
forward-looking information and statements, within the meaning of
applicable securities laws (collectively, "forward-looking
statements"), including, but not limited to, our financing plans
and details thereof, including the proposed use of proceeds
therefrom, our ability to close the offering of the Notes and the
other expected effects of the offering of the Notes, and the Tender
Offer, the details thereof and other expected effects of the Tender
Offer. 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 of 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.