Form 8-K - Current report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported): November 1, 2024

Bausch Health Companies Inc.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia, Canada

001-14956

98-0448205

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

2150 St. Elzéar Blvd. West

Laval, Quebec

Canada H7L 4A8

(Address of Principal Executive Offices) (Zip Code)

514-744-6792

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares, No Par Value

BHC

New York Stock Exchange, Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Bausch + Lomb Second Incremental Amendment

On November 1, 2024, Bausch + Lomb Corporation (“Bausch + Lomb”), a subsidiary of Bausch Health Companies Inc., entered into an amendment (the “Bausch + Lomb Second Incremental Amendment”) to the credit and guaranty agreement, dated as of May 10, 2022 (as amended by the First Incremental Amendment, dated as of September 29, 2023, as further amended by the Bausch + Lomb Second Incremental Amendment, the “Bausch + Lomb Credit Agreement”), by and among Bausch + Lomb, certain subsidiaries of Bausch + Lomb as subsidiary guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as second incremental term facility administrative agent, pursuant to which Bausch + Lomb borrowed $400,000,000 of new term loans (the “Bausch + Lomb Second Incremental Term Loans”).

The Bausch + Lomb Second Incremental Term Loans incurred pursuant to the Bausch + Lomb Second Incremental Amendment will mature on May 10, 2027 and will amortize in quarterly installments (commencing with the fiscal quarter ending March 31, 2025) equal to (x) for the first eight installments, 0.625% of the original principal amount of the Bausch + Lomb Second Incremental Term Loans and (y) for each installment thereafter, 1.875% of the original principal amount of the Bausch + Lomb Second Incremental Term Loans, with the balance payable on the maturity date of the Bausch + Lomb Second Incremental Term Loans. The proceeds of the Bausch + Lomb Second Incremental Term Loans were used in part to repay revolving loans outstanding under the Bausch + Lomb Credit Agreement and the remainder will be used for general corporate purposes. The Bausch + Lomb Second Incremental Term Loans bear interest at a rate per annum equal to, at the borrower’s option, either (a) a base rate determined by reference to the higher of (1) the rate of interest quoted by The Wall Street Journal as the “Prime Rate,” (2) the federal funds effective rate plus 1/2 of 1.00% or (3) term SOFR for a period of one month plus 1.00% (or if such rate shall not be ascertainable, 1.00%) or (b) term SOFR for the interest period relevant to such borrowing, in each case plus an applicable margin. The applicable interest rate margins for the Bausch + Lomb Second Incremental Term Loans are 2.25% per annum with respect to base rate borrowings and 3.25% per annum with respect to term SOFR borrowings. Except as amended by the Bausch + Lomb Second Incremental Amendment, the terms of the Bausch + Lomb Credit Agreement were not otherwise amended.

The foregoing description of the Bausch + Lomb Second Incremental Amendment is not complete and is qualified in its entirety by reference to the full text of the Bausch + Lomb Credit Agreement, as amended by the Bausch + Lomb Second Incremental Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
10.1	Second Incremental Amendment by and among Bausch + Lomb Corporation, certain subsidiaries of Bausch + Lomb Corporation as subsidiary guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., effective as of November 1, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Bausch + Lomb Corporation with the SEC on November 1, 2024).

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.

	BAUSCH HEALTH COMPANIES INC.

	By:	/s/ Jean-Jacques Charhon
	Name:	Jean-Jacques Charhon
	Title:	Executive Vice President, Chief Financial Officer

Date: November 1, 2024

Cover	Nov. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 01, 2024
Entity File Number	001-14956
Entity Registrant Name	Bausch Health Companies Inc.
Entity Central Index Key	0000885590
Entity Tax Identification Number	98-0448205
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	2150 St. Elzéar Blvd. West
Entity Address, City or Town	Laval
Entity Address, State or Province	QC
Entity Address, Country	CA
Entity Address, Postal Zip Code	H7L 4A8
City Area Code	514
Local Phone Number	744-6792
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, No Par Value
Trading Symbol	BHC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false