On November 18, 2020 Bausch Health Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the "Company") reported that it has priced and upsized its previously announced offering of $1.0 billion aggregate principal amount of 5.000% senior notes due 2029 (the "2029 Notes") and $1.0 billion aggregate principal amount of 5.250% senior notes due 2031 (the "2031 Notes" and, together with the 2029 Notes, the "Notes") (Press release, Bausch Health, NOV 18, 2020, View Source [SID1234571367]). The size of the offering reflects an increase of $250 million from the previously announced offering size of $1.75 billion. The 2029 Notes will be sold to investors at a price of 100% of the principal amount thereof, and the 2031 Notes will be sold to investors at a price of 100% of the principal amount thereof.
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
The proceeds from the offering of the Notes, along with cash on hand, are expected to be used to fund the Company’s (i) previously announced conditional redemption (the "Euro Redemption") in full of its outstanding €1.5 billion aggregate principal amount of 4.50% Senior Notes due 2023 (the "Euro Notes") and (ii) conditional redemption (the "5.50% Redemption") in full of its outstanding $233 million aggregate principal amount of 5.50% Senior Notes due 2023 (the "5.50% Notes" and, together with the Euro Notes, the "Existing Notes"), and to pay related fees and expenses. With these redemptions, Bausch Health will have no note maturities until 2024.
The Notes will be guaranteed by each of the Company’s subsidiaries that are guarantors under the Company’s credit agreement and existing senior notes. Consummation of the offering of the Notes is subject to various closing conditions.
The Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. 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 Notes in Canada will be made on a basis, which is exempt from the prospectus requirements of such securities laws.
This announcement does not constitute a notice of redemption with respect to the Existing Notes. The Euro Redemption 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 $1.75 billion, which the Company expects to satisfy upon closing of the offering of the Notes.
The Company also announced that it has issued today a conditional notice of redemption to redeem the full aggregate principal amount of outstanding 5.50% Notes. The 5.50% Redemption will be conditioned upon the completion by the Company or its subsidiaries of one or more debt financings in an aggregate principal amount of at least $2.0 billion (the "5.50% Condition"), which the Company expects to satisfy upon closing of the offering of the Notes.
A copy of the conditional notice of redemption with respect to the 5.50% Notes has been issued to the record holders of the 5.50% Notes. Payment of the redemption price and surrender of the 5.50% Notes for redemption will be made through the facilities of the Depository Trust Company in accordance with the applicable procedures of the Depository Trust Company on Dec. 18, 2020, unless the 5.50% Condition is not satisfied, in which case the redemption date will be delayed until the 5.50% Condition is satisfied. The name and address of the paying agent are as follows: The Bank of New York Mellon Trust Company, N.A., c/o The Bank of New York Mellon; 111 Sanders Creek Parkway, East Syracuse, N.Y. 13057; Attn: Redemption Unit; Tel: (800) 254- 2826.
This news release is being issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.