| Item 2.04. | Triggering Event That Accelerates or Increases a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
On May 24, 2021, Bausch Health Companies Inc. (the “Company”) issued a conditional notice of redemption to redeem in full all of its 7.00% Senior Secured Notes due 2024 (the “2024 Notes”) that remain outstanding following the consummation of the Tender Offer (as defined below). The redemption is expected to occur on June 23, 2021 (the “Redemption Date”), subject to satisfaction or waiver by the Company of the Condition (as defined below). The 2024 Notes were issued under an indenture dated as of March 21, 2017, by and among the Company, the guarantors signatory thereto, The Bank of New York Mellon, as trustee and the Notes Collateral Agent, as supplemented and amended (the “Indenture”). The 2024 Notes will be redeemed pursuant to Article 3 of the Indenture if the Condition is satisfied or waived. The redemption price for the 2024 Notes will be $1,017.50 per $1,000 principal amount, plus accrued and unpaid interest to, but not including, the Redemption Date.
The redemption of the 2024 Notes is conditioned upon the completion by the Company or its subsidiaries of one or more debt financings in an aggregate principal amount of at least $1.6 billion (the “Condition”), which the Company expects to satisfy upon closing of the offering of the Notes (as defined below). Any such financings are subject to market and other conditions.
The foregoing is qualified by reference to the press release that is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Secured Notes Offering
On May 24, 2021, Bausch Health Companies Inc. (the “Company”) announced that it has launched and priced an offering of $1.6 billion aggregate principal amount of its 4.875% Senior Secured Notes due 2028 (the “Notes”). The offering price for the Notes was 100.000% 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 Offer
On May 24, 2021, the Company also announced the launch of an offer to purchase for cash any and all of its outstanding 2024 Notes (the “Tender Offer”). The Tender Offer is being made only pursuant to the Offer to Purchase, dated May 24, 2021 (the “Offer to Purchase”), which more fully sets forth the terms and conditions of the Tender Offer. The Offer to Purchase does not constitute a notice of redemption of the 2024 Notes.
