On September 30, 2022, Bausch Health Companies Inc. (the "Company") completed its previously reported (i) offers to exchange (the "Exchange Offers"): (A) the Company’s outstanding 9.00% Senior Notes due 2025, 7.00% Senior Notes due 2028, 5.00% Senior Notes due 2028, 5.00% Senior Notes due 2029, 6.25% Senior Notes due 2029, 7.25% Senior Notes due 2029, 5.25% Senior Notes due 2030 and 5.25% Senior Notes due 2031 and (collectively, the "Existing Unsecured BHC Notes") and (B) Bausch Health Americas, Inc.’s ("BHA") outstanding 9.25% Senior Notes due 2026 and 8.50% Senior Notes due 2027 (together, the "Existing BHA Notes" and, together with the Existing Unsecured BHC Notes, the "Existing Unsecured Notes") for new secured notes, comprised of (1) new 11.00% Senior Secured Notes due 2028 (the "First Lien Notes") and new 14.00% Second Lien Secured Notes due 2030 (the "Second Lien Notes" and together with the First Lien Notes, the "New BHC Notes"), in each case, to be issued by the Company and (2) new 9.00% Senior Secured Notes due 2028 (the "Holdco Notes" and, together with the New BHC Notes, the "New Secured Notes") to be issued by 1375209 B.C. Ltd. (the "Holdco Issuer"), an existing wholly-owned unrestricted subsidiary of the Company that holds 38.6% of the issued and outstanding common shares of Bausch + Lomb Corporation, and (ii) solicitations of consent by the Company and BHA from holders of Existing Unsecured Notes to amend certain provisions of the applicable indenture governing the related series of Existing Unsecured Notes (the "Consent Solicitations" and, together with the Exchange Offers, the "Offers") (Filing, 8-K, Bausch Health, SEP 30, 2022, View Source [SID1234621670]).
The Offers were made pursuant to the Exchange Offer Memorandum and Consent Solicitation Statement, dated August 30, 2022. Pursuant to the Exchange Offers (i) the Company issued $1,774,067,000 in aggregate principal amount of First Lien Notes and $351,533,000 in aggregate principal amount of Second Lien Notes, and (ii) the Holdco Issuer issued $998,937,000 in aggregate principal amount of Holdco Notes. The New Secured Notes have not been and 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 the registration requirements.
The First Lien Notes Indenture
The First Lien Notes were issued pursuant to the indenture, dated as of September 30, 2022 (the "First Lien Notes Indenture"), among the Company, the guarantors named therein, The Bank of New York Mellon, as trustee and the notes collateral agents party thereto. The following summary of the First Lien Notes Indenture is not complete and is qualified in its entirety by reference to the full and complete text of the First Lien Notes Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Interest and Maturity
Pursuant to the First Lien Notes Indenture, the First Lien Notes will mature on September 30, 2028. Interest on the First Lien Notes will be payable semi-annually in arrears on each March 30 and September 30, beginning on March 30, 2023.
The First Lien Notes will initially be jointly and severally guaranteed on a senior secured basis by each of the Company’s subsidiaries that is a guarantor under the Company’s existing credit agreement, the Company’s existing senior secured notes (the "Existing Secured Notes") and the Existing Unsecured Notes (such guarantors, the "Note Guarantors"). The First Lien Notes and the guarantees related thereto will be senior obligations of the Company and the Note Guarantors and will be secured, subject to permitted liens and certain other exceptions, by first priority liens that secure the obligations of the Company and the Notes Guarantors under the Company’s existing credit agreement and the Existing Secured Notes.