Bausch Health launches $1.6-billion note exchange offer

Executive Summary

• Bausch Health Companies Inc. has commenced an offer to exchange its outstanding 4.875% and 11.00% senior secured notes due 2028 for up to $1.6 billion of new 10.00% senior secured notes due 2032.
• The new notes will be issued by 1261229 B.C. Ltd., a wholly owned subsidiary, and will be treated as a single series with existing $4.4 billion of 10.00% senior secured notes due 2032 issued in April 2025.
• Participating holders representing approximately $1.545 billion (46% of outstanding notes) have entered into a transaction support agreement to tender their notes.

Key Details

• Offer Structure: Exchange of existing 4.875% and 11.00% senior secured notes due 2028 for new 10.00% senior secured notes due 2032.
• Aggregate Principal Amount: Up to $1.6 billion of new notes.
• Issuer: 1261229 B.C. Ltd., an indirect wholly owned subsidiary of Bausch Health.
• Existing Debt Context: The new notes will be fungible with the existing $4.4 billion principal amount of 10.00% senior secured notes due 2032 issued in April 2025 under the same indenture.
• CUSIP Treatment: New notes will have the same CUSIP numbers as existing NumberCo notes, except for those issued under Regulation S, which will trade separately under a different CUSIP until at least 40 days after the issue date.
• Expiration Date: December 23, 2025 (unless extended).
• Target Ratio: The offerors expect to accept tenders such that the 11.00% notes comprise 52.6% and the 4.875% notes comprise 47.4% of the aggregate principal amount accepted.
• Transaction Support Agreement:
  • Participating holders hold approximately $1,545 million aggregate principal amount of existing notes.
  • This represents approximately 46% of the total outstanding existing senior secured notes.
  • Breakdown of participating holdings: ~39% of the 4.875% notes and ~52% of the 11.00% notes.
  • Participants have agreed to timely participate and tender all their holdings.
• Purpose: To manage intermediate-term debt maturities as permitted under outstanding debt agreements.
• Eligibility: Offers are limited to eligible holders who are either Qualified Institutional Buyers/Qualified Purchasers in the U.S. (Rule 144A) or non-U.S. persons purchasing outside the U.S. (Regulation S).

Notable Quotes

• None provided in the text.