Bausch Health clarifies provisions of exchange offer, consent bid

By Wendy Van Sickle

Columbus, Ohio, Sept. 8 – Bausch Health Cos. Inc. clarified some provisions of its exchange offers for 11 of its senior notes and related consent solicitations that were announced on Aug. 31 in a press release on Thursday.

The company said it issued the clarification in response to concerns raised by holders of existing notes.

Bausch clarified that

• Upon an eligible holder tendering its existing senior notes in the exchange offers, that holder waives any and all other rights only with respect to the notes actually exchanged in the offers and releases and discharges Bausch Health and its affiliates from any and all claims such holder may have now, or may have in the future, arising out of, or related to, notes actually exchanged in the offers;

• If a holder does not exchange all of its existing notes or if certain of its exchanged notes are returned to it as a result of proration, the holder retains all claims, causes of action and rights under the retained existing notes; and

• Upon receipt of the new secured notes, the tendering holder will have all claims, causes of action and rights entitled to a holder under the terms of the new secured notes.

As previously reported, the company is offering to exchange a $1,000-par note in each offer for a combination of three notes where the face value total consideration is less than $1,000.

The $4 billion exchange, in terms of what the notes would be exchanged into, is weighted toward $2.5 billion of new 11% first-lien secured notes due 2028. The smallest new series in the exchange is $500 million of 14% second-lien secured notes due 2030. The third part that notes would be exchanged into is $1 billion of new 9% senior secured notes due 2028 issued by 1375209 B.C. Ltd., an existing wholly owned unrestricted subsidiary that holds 38.6% of the outstanding issued and common shares of Bausch + Lomb.

The new notes issued by Bausch Health will be guaranteed by the company’s subsidiaries and secured by either a first priority basis or second priority basis, as applicable. The third series will be secured by the assets of the Holdco issuer but will not have any recourse to the company, Bausch + Lomb or any of their restricted subsidiaries.

Certain holders of the existing notes have already agreed to participate in the exchange and tender all of their notes. Noteholders representing about 22.8% of the principal amount of existing notes have entered into a support agreement. The support agreement provides that supporting holders will have certain consent rights over extensions, amendments or waivers to the exchange offers or consent solicitations by the company.

The offers and solicitations are being made only to holders of existing notes who are either non-U.S. persons under Regulation S who agree to purchase new secured notes outside of the United States or persons who are reasonably believed to be both qualified institutional buyers under Rule 144A under the U.S. Securities Act of 1933 and qualified purchasers under Section 2(a)(51) of the U.S. Investment Company Act of 1940.

Exchange offers

The total considerations include an early tender premium of $31 of first-lien notes, $6 of second-lien notes and $13 of secured notes that will only be paid to holders who tender by the early deadline.

For the 11 senior notes that are part of the offer, Bausch is offering to trade each $1,000 note in the series that are listed by acceptance priority level for the following:

• For the $1.5 billion outstanding 9% senior notes due 2025 (Cusips: 91911KAP7, C94143AM3), the total consideration is $722.50 detailed as $452 of first-lien notes, $89.50 of second-lien notes and $181 of secured notes;

• For the $1.5 billion outstanding 9Ό% senior notes due 2025 issued by Bausch Health Americas, Inc. (Cusips: 91911XAV6, U9098VAN2), the total consideration is $682.50 detailed as $427 of first-lien notes, $84.50 of second-lien notes and $171 of secured notes;

• For the $1.75 billion outstanding 8½% senior notes due 2027 issued by Bausch Health Americas (Cusips: 91911XAW4, U9098VAP7), the total consideration is $590 detailed as $369 of first-lien notes, $73 of second-lien notes and $148 of secured notes, with a $500 million tender cap for just this series;

• For the $909,188,000 outstanding 5Ό% senior notes due 2031 (Cusips: 071734AL1, C07885AG8), the total consideration is $470 detailed as $294 of first-lien notes, $58 of second-lien notes and $118 of secured notes;

• For the $1,201,000,000 outstanding 5Ό% senior notes due 2030 (Cusips: 071734AJ6, C07885AE3), the total consideration is $440 detailed as $275 of first-lien notes, $55 of second-lien notes and $110 of secured notes;

• For the $834 million outstanding 5% senior notes due 2029 (Cusips: 071734AM9, C07885AH6), the total consideration is $480 detailed as $300 of first-lien notes, $60 of second-lien notes and $120 of secured notes;

• For the $1,176,000,000 outstanding 5% senior notes due 2028 (Cusips: 071734AH0, C07885AD5), the total consideration is $495 detailed as $309 of first-lien notes, $62 of second-lien notes and $124 of secured notes;

• For the $1,406,000,000 outstanding 6Ό% senior notes due 2029 (Cusips: 071734AK3, C07885AF0), the total consideration is $480 detailed as $300 of first-lien notes, $60 of second-lien notes and $120 of secured notes;

• For the $745 million outstanding 7Ό% senior notes due 2029 (Cusips: 071734AF4, C07885AC7), the total consideration is $510 detailed as $319 of first-lien notes, $63 of second-lien notes and $128 of secured notes;

• For the $748 million outstanding 7% senior notes due 2028 (Cusips: 071734AD9, C07885AB9), the total consideration is $542.50 detailed as $339 of first-lien notes, $67.50 of second-lien notes and $136 of secured notes; and

• For the $1.75 billion outstanding 8½% senior notes due 2027 issued by Bausch Health Americas (Cusips: 91911XAW4, U9098VAP7), the total consideration is $590 detailed as $369 of first-lien notes, $73 of second-lien notes and $148 of secured notes.

Potentially, the exchange considerations could be reallocated, if necessary.

Accrued interest will be paid in cash.

Concurrently with the exchange offers, the issuers are soliciting consents to amend certain provisions of the indentures.

Details

The early deadline for the total consideration is 5 p.m. ET on Sept. 13. Validly tendered notes may be withdrawn before the early deadline or before the supplemental indenture is executed, if that occurs earlier.

The exchange offers and consent solicitation end at 11:59 p.m. ET on Sept. 27.

Tenders may be prorated.

D.F. King & Co., Inc. is the information and exchange agent for the offer (877 478-5045, 212 232-3233, bhc@dfking.com).

Bausch is a Laval, Quebec-based health care company.

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