Bausch Health Announces Launch of Offers to Exchange Certain Existing Senior Secured Notes

Executive Summary

• Bausch Health announced a formal exchange offer to replace its outstanding 4.875% and 11.00% senior secured notes due 2028 with up to $1.6 billion of new 10.00% senior secured notes due 2032.
• The offer includes an early‑exchange premium (additional principal) for holders tendering by Dec 8, 2025, and the exchange is structured on a target ratio of roughly 53% 11.00% notes to 47% 4.875% notes.
• Participation agreements covering approximately $1.545 billion (≈46% of outstanding senior secured notes) have been executed, providing support for the successful completion of the transaction.

Key Details

• Existing Notes Subject to Exchange
• 11.00% Senior Secured Notes due 2028 – Principal outstanding: $1,774,067,000
  • Exchange consideration per $1,000 principal: $920.00
  • Early‑exchange premium: $100.00 (total consideration $1,020.00)

• 4.875% Senior Secured Notes due 2028 – Principal outstanding: $1,600,000,000

  • Exchange consideration per $1,000 principal: $787.50
  • Early‑exchange premium: $100.00 (total consideration $887.50)

• New Notes to be Issued

• 10.00% Senior Secured Notes due 2032 (“New Notes”) – up to $1.6 billion aggregate principal amount.

• Treated as a single series together with the existing $4.4 billion of 10.00% notes issued in April 2025 (Existing NumberCo Notes).

• Offer Timeline

• Commencement: November 24, 2025
• Early‑exchange deadline (Early Tender Time): December 8, 2025, 5:00 PM NY time – eligible for additional premium.

• Offer expiration: December 23, 2025 (subject to extension).

• Target Ratio & Allocation

• Expected acceptance ratio: 52.6% of aggregate principal from the 11.00% notes and 47.4% from the 4.875% notes.

• Pro‑rata allocation among eligible holders, with early tenders prioritized.

• Transaction Support Agreement

• Approximately $1.545 billion (≈46% of total outstanding senior secured notes) pledged by participating holders to fully tender their holdings.

• Includes covenants obligating both Offerors and Participating Holders to facilitate completion and refrain from actions that could frustrate the offer.

• Financial Impact

• Extends maturity profile to 2032, reducing near‑term refinancing risk.

• Provides a net interest payment adjustment mechanism (cash settlement of accrued interest differences).

• Eligibility & Distribution Mechanics

• Offers limited to qualified institutional buyers or non‑U.S. persons meeting Regulation S requirements.
• Eligible holders must certify eligibility and may obtain the Exchange Offer Memorandum via D.F. King & Co., Inc.

Notable Quotes

(No direct executive quotes were included in the release.)