Item 8.01 Other Events.
Unsecured Notes Offering
On May 9, 2019, Bausch Health Companies Inc. (the “Company”) announced that it priced a previously announced offering of $750,000,000 aggregate principal amount of its 7.000% senior notes due 2028 (the “2028 Notes”) and $750,000,000 aggregate principal amount of its 7.250% senior notes due 2029 (the “2029 Notes” and, together with the 2028 Notes, the “Notes”). The offering price for the 2028 Notes was 100.00% of the principal amount thereof and the offering price for the 2029 Notes was 100.00% of the principal amount thereof. The Notes will be offered in the United States to qualified institutional investors pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
The Company also issued press releases pursuant to Rule 135c under the Securities Act relating to the offering of the Notes. In accordance with Rule 135c(d) under the Securities Act, copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
The foregoing is qualified by reference to the press releases that are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
This Current Report on Form 8-K and the press releases attached hereto as Exhibits 99.1 and 99.2 do not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. 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 securities in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws.
Tender Offers
On May 9, 2019, the Company announced the launch of offers to purchase for cash up to $1,500 million aggregate principal amount across the Company’s outstanding 5.50% Senior Notes due 2023 (the “5.50% Notes”) and 5.875% Senior Notes due 2023 (the “5.875% Notes” and, together with the 5.50% Notes, the “Tender Offer Notes”) (the “Tender Offers”). The Tender Offers are being made only pursuant to the Offer to Purchase, dated May 9, 2019, and a related Letter of Transmittal (together, the “Offer Documents”), which more fully set forth the terms and conditions of the Tender Offers. The Offer to Purchase does not constitute a notice of redemption of the Tender Offer Notes.
The Tender Offers will expire at 11:59 p.m., New York City time, on June 6, 2019 (unless extended), and tendered Tender Offer Notes may be withdrawn at or prior to, but not after, 5:00 p.m., New York City time, on May 22, 2019 (unless extended). The foregoing is qualified by reference to the press release that is attached as Exhibit 99.3 to this Current Report on Form 8-K, which is incorporated herein by reference.
