Item 1.01. Entry into a Material Definitive Agreement.
On June 30, 2023, Bausch Receivables Funding LP (the “Borrower”), a wholly-owned unrestricted subsidiary of Bausch Health Companies Inc. (the “Company”), entered into a Credit and Security Agreement (the “Credit Agreement”) with Bausch Receivables Funding GP ULC, the general partner of the Borrower (the “Borrower GP”), Bausch Health US, LLC, as the Master Servicer (“Bausch Health”), GLAS USA LLC, as Administrative Agent, GLAS Americas LLC, as Collateral Agent, KKR Capital Markets LLC, as Left Lead Arranger, KKR Credit Advisors (US) LLC, as Structuring Advisor, and the Lenders from time to time party thereto. Capitalized terms used in this Item 1.01 and not otherwise defined have the meanings given to them in the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1. The Credit Agreement provides for a $600 million revolving credit facility (the “Revolving Credit Facility”), subject to certain borrowing base tests, which matures on January 28, 2028.
Loans under the Revolving Credit Facility bear interest at a rate equal to the sum of one month Term SOFR plus 6.65%. The obligations of the Borrower under the Credit Agreement and other loan documents are secured by existing and future accounts receivables and certain related rights (collectively the “Receivables”). The Borrower will have no material assets other than the Receivables and certain cash balances. The Borrower’s assets, liabilities, results of operations, and cash flows will be included in the Company’s consolidated financial statements.
The Credit Agreement contains customary events of default, representations and warranties and affirmative and negative covenants primarily applicable to the Borrower and the Borrower GP, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends and other distributions, and engaging in any business other than as set forth in the Credit Agreement. Upon the occurrence and during the continuance of an Amortization Event, including an Event of Default, and subsequent demand by the Administrative Agent (acting at the direction of the Lenders), the outstanding advances and all other obligations under the Credit Agreement will be due and payable.
The foregoing description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On July 7, 2023, the Company issued a press release (the “Press Release”) announcing the execution of the Credit Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
