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of the Tender Offer, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer and the Solicitation will be the tender offer consideration for the Notes set forth in the table above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 Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on Nov. 21, 2018 (such date and time, as it may be extended, the “Consent Date”) and accepted for purchase pursuant to the Tender Offer and the Solicitation will receive the Tender Offer Consideration plus the consent payment, if any, for the Notes set forth in the table above (the “Consent Payment” and, together with the Tender Offer Consideration, the “Total Consideration”) on the Early Settlement Date (as defined below), which is currently expected to be Nov. 30, 2018. Holders of Notes validly tendered after the Consent Date, but at or prior to the Expiration Date, and accepted for purchase pursuant to the Tender Offer and the Solicitation will receive the Tender Offer Consideration, but not the Consent Payment. 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 and the Solicitation 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 the Company receives valid consents of the holders of a majority in aggregate principal amount of the outstanding Notes (the “Requisite Consents”), the Company will execute the Supplemental Indenture effecting the Proposed Amendments. The Proposed Amendments will not become effective, however, until after a majority in aggregate principal amount of the outstanding Notes, whose holders have delivered consents to the proposed amendments, have been accepted for payment.
The Offeror reserves the right, in its sole discretion, at any point following the Consent Date and prior to the Expiration Date, to accept for purchase any Notes validly tendered (and not validly withdrawn) at or prior to the Consent Date (the date of such acceptance and purchase, the “Early Settlement Date”).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 and the Solicitation 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 Consent 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 and the Solicitation 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 and the Solicitation 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 and the Solicitation are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Statement, including the completion of the Company’s previously announced incremental term loan facility and/or other debt financing by Valeant Pharmaceuticals International, a wholly owned indirect subsidiary of Bausch Health, incorporated in Delaware, on terms acceptable to Bausch Health. The Tender Offer and the Solicitation are also conditioned upon receipt of the Requisite Consents.
2
