On December 30, 2019, Bausch Health Companies Inc. (the "Company") reported that it has completed its previously announced offering of $1,250,000,000 aggregate principal amount of its 5.000% Senior Notes due 2028 (the "2028 Notes") and $1,250,000,000 aggregate principal amount of its 5.250% Senior Notes due 2030 (the "2030 Notes," together with the 2028 Notes, the "Notes") (Filing, 8-K, Bausch Health, DEC 30, 2019, View Source [SID1234552628]).

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The Notes were offered in the United States and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (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 registered under 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 proceeds of the Notes offerings, along with cash on hand, will be used to finance amounts owed under the Company’s recently announced $1.21 billion settlement agreement relating to the U.S. putative securities class litigation filed in the U.S. District Court for the District of New Jersey (which is subject to court approval) and redeem $1.24 billion aggregate principal amount of the Company’s outstanding 5.875% Senior Notes due 2023, as well as to pay related fees and expenses.

The Notes Indenture

The Notes were issued pursuant to the indenture, dated as of December 30, 2019 (the "Indenture"), among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee.

Interest and Maturity

Pursuant to the Indenture, the 2028 Notes will mature on January 30, 2028 and the 2030 Notes will mature on January 30, 2030. Interest on the Notes will be payable semi-annually in arrears on each January 30 and July 30, beginning on July 30, 2020.

Guarantees

The Notes will initially be jointly and severally guaranteed on a senior unsecured basis by each of the Company’s subsidiaries that is a guarantor under the Company’s existing credit agreement (the "Credit Agreement"), the Company’s existing senior secured notes (the "Existing Senior Secured Notes") and the Company’s existing senior unsecured notes (together, the "Note Guarantors").

Ranking

The Notes and the guarantees related thereto will be:

• senior unsecured obligations of the Company and the Note Guarantors, as applicable;
• pari passu in right of payment with all existing and future unsubordinated indebtedness of the Company or the applicable Note Guarantor;
• senior in right of payment to all existing and future indebtedness of the Company or the applicable Note Guarantor that expressly provides for its subordination to the Notes or the applicable guarantee;
• structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Notes to the extent of the value of such subsidiaries’ assets; and
• effectively subordinated to all existing and future secured indebtedness of the Company or the applicable Note Guarantor, including the Credit Agreement and the Existing Senior Secured Notes, to the extent of the value of the assets securing such indebtedness.
Redemption

The 2028 Notes will be redeemable at the option of the Company, in whole or in part, at any time on or after January 30, 2023, at the redemption prices as set forth in the Indenture.

The 2030 Notes will be redeemable at the option of the Company, in whole or in part, at any time on or after January 30, 2025, at the redemption prices as set forth in the Indenture.

In addition, the Company may redeem some or all of the 2028 Notes prior to January 30, 2023 at a price equal to 100% of the principal amount thereof plus a "make-whole" premium. Prior to January 30, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Notes using the net cash proceeds of certain equity offerings at the redemption price set forth in the Indenture.

In addition, the Company may redeem some or all of the 2030 Notes prior to January 30, 2025 at a price equal to 100% of the principal amount thereof plus a "make-whole" premium. Prior to January 30, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2030 Notes using the net cash proceeds of certain equity offerings at the redemption price set forth in the Indenture.

Upon the occurrence of a change of control (as defined in the Indenture), unless the Company has exercised its right to redeem all of the Notes of a series, as described above, holders of the Notes of such series may require the Company to repurchase such holder’s Notes, in whole or in part, at a purchase price equal to 101% of the principal amount of such Notes plus accrued and unpaid interest to, but excluding, the purchase date applicable to such Notes.

Certain Covenants

The Indenture contains covenants that limit the ability of the Company and any of its restricted subsidiaries (as such term is defined in the Indenture), to, among other things:

• incur or guarantee additional indebtedness;
• make certain investments and other restricted payments;
• create liens;
• enter into transactions with affiliates;
• engage in mergers, consolidations or amalgamations; and
• transfer and sell assets.