On February 19, 2020 Bausch Health Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the "Company") reported that it is seeking to amend and refinance its existing credit agreement (the "Credit Agreement") in order to extend and reprice its existing term loan facility and revolving credit facility and make certain other amendments to the terms of the facilities in connection therewith (collectively, the "Credit Agreement Refinancing") (Press release, Bausch Health, FEB 19, 2020, View Source [SID1234554523]). Additionally, the Company intends, subject to market conditions, to have Bausch Health Americas, Inc. ("BHA"), a wholly-owned indirect subsidiary of the Company, issue $3.25 billion of secured debt securities (the "New Debt Securities").
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The proceeds of the Credit Agreement Refinancing and the offering of the New Debt Securities, along with cash on hand, are expected to be used to redeem in full the Company’s existing 6.500% Senior Secured Notes due 2022 (the "2022 Notes") and 7.000% Senior Secured Notes due 2024 (the "2024 Notes" and, collectively with the 2022 Notes, the "Existing Notes"), to refinance BHA’s outstanding term B loans under the Credit Agreement and to pay related fees, premiums and expenses.
The Company also announced that it issued today a conditional notice of redemption to redeem the full $3.25 billion aggregate principal amount of outstanding Existing Notes. The redemption of the Existing Notes 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 $3.25 billion more than the amount necessary to refinance any existing term B loans outstanding under the Credit Agreement (the "Condition"). The Company intends to discharge the indenture governing the Existing Notes concurrently with satisfying such Condition.
A copy of the conditional notice of redemption with respect to the Existing Notes will be issued to the record holders of the Existing Notes. Payment of the redemption price and surrender of the Existing 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 March 19, 2020, unless the Condition is not satisfied, in which case the redemption date will be delayed until the 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.
The foregoing transactions are subject to market and other conditions and are anticipated to close in the first quarter of 2020. However, there can be no assurance that the Company will be able to successfully complete the transactions, on the terms described above, or at all.
The New Debt Securities 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 New Debt Securities 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.
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.