The total consideration for each $1,000 principal amount of Notes is set forth in the table above (the “Total Consideration”) and is expected to be paid on the Early Settlement Date to the holders of Notes tendered and accepted for purchase as of the Withdrawal Deadline. The Total Consideration includes a consent payment of $30.00 per $1,000 principal amount of Notes and related Consents accepted for purchase as of the Withdrawal Deadline. In addition to the Total Consideration, all Holders of Notes accepted for purchase pursuant to the Tender Offer and the Solicitation will also receive accrued and unpaid interest on the Notes from the last interest payment date to, but not including, the Early Settlement Date.
Adoption of the Proposed Amendments requires the consents of the holders of a majority in aggregate principal amount of the outstanding Notes (the “Requisite Consents”). As of the Withdrawal Deadline, the Company has received the Requisite Consents from holders of the Notes. As a result of receiving the Requisite Consents, the Company entered into a supplemental indenture, dated Nov. 21, 2018, to the indenture governing the Notes effecting the Proposed Amendments which is binding on all remaining holders of the Notes and will become operative on the Early Settlement Date when the Company accepts for purchase all of the Notes validly tendered prior to the Withdrawal Deadline pursuant to, and subject to the conditions set forth in, the Statement and the Letter of Transmittal and Consents.
The Tender Offer remains open and will expire at 11:59 p.m., New York City time, on Dec. 6, 2018 (such date and time, as it may be extended, the “Expiration Date”). No tenders will be valid if submitted after the Expiration Date. The Offeror expects to purchase any remaining Notes tendered following the Early Settlement Date 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 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 of the 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.
The deadline for holders to validly withdraw tenders of Notes and related Consents has passed. Accordingly, Notes and related Consents that were already tendered at the Withdrawal Deadline and any additional Notes and related Consents that are tendered at or prior to the Expiration Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
If, following the consummation of the Tender Offer and the Solicitation, any Notes remain outstanding, the Offeror intends to redeem such Notes in accordance with terms of the Notes and the indenture, dated as of July 12, 2013 (as amended or supplemented), among Bausch Health (as successor to VPII Escrow Corp.), the subsidiaries signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, under which the Notes were issued.
Barclays and J.P. Morgan are acting as the dealer managers and solicitation agents in the Tender Offer and Solicitation. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offer and Solicitation. Persons with questions regarding the Tender Offer and Solicitation should contact Barclays Capital Inc. at (collect)
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