On May 23, 2021 Bausch Health Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the "Company") reported that it has launched an offering of $1.6 billion aggregate principal amount of new senior secured notes due 2028 (the "Notes") (Press release, Bausch Health, MAY 24, 2021, View Source [SID1234580508]). The proceeds from the offering of the Notes, along with cash on hand, are expected to be used to fund the repurchase of $1.6 billion aggregate principal amount of the Company’s existing 7.00% Senior Secured Notes due 2024 (the "2024 Notes") pursuant to the Company’s concurrently announced tender offer (the "Tender Offer") and to pay related fees, premiums and expenses. This announcement does not constitute an offer to purchase or the solicitation of an offer to sell the 2024 Notes.
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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 and will be secured on a first priority basis by liens on the assets that secure the Company’s credit agreement and existing senior secured notes.
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.
The Company also announced that it intends to issue a conditional notice of redemption today to redeem the full aggregate principal amount of 2024 Notes that remain outstanding following the consummation of the Tender Offer. This announcement does not constitute an offer to purchase or notice of redemption with respect to the 2024 Notes. The Tender Offer is subject to and conditioned upon the satisfaction or waiver of certain conditions described in the offer to purchase related to the Tender Offer, including the completion of the offering of the Notes. The 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 $1.6 billion (the "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 2024 Notes will be issued to the record holders of the 2024 Notes. Payment of the redemption price and surrender of the 2024 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 June 23, 2021, unless no 2024 Notes remain outstanding following the consummation of the Tender Offer or the Condition is not satisfied. If the Condition is not satisfied, 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 second quarter of 2021. 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.
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.