LAVAL, Quebec, Feb. 22, 2019 /PRNewswire/ -- Bausch Health
Companies Inc. (NYSE/TSX: BHC) ("Bausch Health," the "Company" or the "Offeror") announced today that it has increased the
maximum aggregate purchase amount of its outstanding notes listed in the table below (collectively, the "Notes") that it may
purchase pursuant to the previously announced cash tender o?ers (collectively, the "Tender O?ers," and each offer to purchase a
series of notes individually, a "Tender Offer") upon terms and subject to the conditions set forth in the O?ers to Purchase and
Consent Solicitation Statement dated Feb. 22, 2019 (the "Statement"), as supplemented by this
release, and the related Letter of Transmittal and Consent. The Company announced that it has increased the maximum aggregate
purchase price of the Notes that may be purchased pursuant to the Tender Offers from $1,250,000,000
to $1,500,000,000 (the "Aggregate Maximum Purchase Amount") and it has increased the maximum
aggregate purchase price of the 5.50% Senior Notes due 2023 (the "5.50% Notes") and 5.875% Senior Notes due 2023 (the "5.875%
Notes" and, together with the 5.50% Notes, the "2023 Notes") that may be purchased pursuant to the Tender Offers from
$550,000,000 to $800,000,000 (the "Tender Cap"). The Company also
announced that the Tender Offers and the Solicitation are subject to, among other conditions, the completion of concurrent
private offerings by Bausch Health and/or its subsidiaries of at least $1,500 million aggregate
principal amount of senior notes, an increase from $1,250 million.
The Company is also soliciting consents (the "Solicitation," and, together with the Tender Offers, the "Tender Offers and
Solicitation") to certain proposed amendments to the indenture governing its 5.625% Senior Notes due 2021 (the "2021 Notes") to
eliminate substantially all of the restrictive covenants and events of default and related provisions contained in the indenture
under which the 2021 Notes were issued (the "Proposed Amendments"). No amendments to the indenture governing the 2023 Notes are
being sought. All other terms and conditions of the Tender Offers and Solicitation will remain the same.
The following table sets forth certain terms of the Tender Offers and the Solicitation:
Issuer
|
|
Series of
Notes
|
|
144A
CUSIP/ISIN
Number
|
|
Reg S
CUSIP/ISIN
Number
|
|
Aggregate
Principal
Amount
Outstanding
|
|
Tender Cap1
|
|
Acceptance
Priority
Level
|
|
Tender Offer
Consideration2
|
|
Applicable
Premium2
|
|
Total
Consideration2,3
|
|
Bausch Health
Companies
Inc.
|
|
5.625%
Senior
Notes Due
2021
|
|
91911K AD4 /
US91911KAD46
|
|
C94143 AD3/
USC94143AD31
|
|
$700,000,000
|
|
N/A
|
|
1
|
|
$971.25
|
|
$30.00
|
|
$1,001.25
|
|
Bausch Health
Companies
Inc.
|
|
5.50%
Senior
Notes Due
2023
|
|
91911K AE2 /
US91911KAE29
|
|
C94143 AE1 /
USC94143AE14
|
|
$1,000,000,000
|
|
$800,000,000
|
|
2
|
|
$970.00
|
|
$30.00
|
|
$1,000.00
|
|
Bausch Health
Companies
Inc.
|
|
5.875%
Senior
Notes Due
2023
|
|
91831A AB7/
US91831AAB70
|
|
C96729 AB1 /
US96729AB14
|
|
$3,250,000,000
|
|
|
2
|
|
$970.00
|
|
$30.00
|
|
$1,000.00
|
|
|
|
1
|
A $800,000,000 Tender Cap applies to the aggregate purchase price of the
5.50% Notes and the 5.875% Notes.
|
2
|
Per $1,000 principal amount of Notes validly tendered and accepted for
purchase in the applicable Tender Offer (exclusive of any Accrued Interest, which will be paid by the Offeror in addition
to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable
Settlement Date). References to aggregate purchase price herein exclude Accrued Interest, if any.
|
3
|
Includes the Applicable Premium, if any.
|
The Tender O?ers and Solicitation will expire at 11:59 p.m., New
York City time, on March 21, 2019 (such date and time with respect to a Tender Offer and the
Solicitation, as it may be extended for such Tender Offer and the Solicitation, the "Expiration Date"). No tenders will be valid
if submitted after the Expiration Date. Tendered Notes may be withdrawn from the applicable Tender O?er and, with respect to
the 2021 Notes, the related consents may be revoked at or prior to, but not after, 5:00 p.m.,
New York City time, on March 7, 2019 (such date and time with
respect to a Tender Offer and the Solicitation, as it may be extended for such Tender Offer and the Solicitation, the "Withdrawal
Deadline"). Holders of Notes who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not
withdraw their tendered Notes or, with respect to the 2021 Notes, revoke their delivered consents, except for certain limited
circumstances where additional withdrawal rights are required by law. Holders may not tender their 2021 Notes without delivering
their consents to the Proposed Amendments to the indenture under which the 2021 Notes were issued and may not deliver their
consents to the Proposed Amendments without tendering their 2021 Notes pursuant to the applicable Tender Offer.
Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000
principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers
and the Solicitation will be the tender offer consideration for the applicable series of Notes set forth in the table above (with
respect to each series of Notes, the "Tender Offer Consideration"). Holders of Notes that are validly tendered (and not validly
withdrawn) at or prior to 5:00 p.m., New York City time, on
March 7, 2019 (such date and time with respect to a Tender Offer, as it may be extended for such
Tender Offer, the "Early Tender Date") and accepted for purchase pursuant to the Tender Offers and the Solicitation will
receive the applicable Tender Offer Consideration plus the early tender premium, if any, for the applicable series of Notes as
set forth in the table above (with respect to each series of Notes, the "Applicable Premium" and, together with the applicable
Tender Offer Consideration, the "Total Consideration"). Holders of Notes validly tendered after the Early Tender Date, but at or
prior to the Expiration Date, and accepted for purchase pursuant to the Tender Offers and the Solicitation will receive the
applicable Tender Offer Consideration, but not the Applicable Premium for the applicable series of Notes. No tenders will be
valid if submitted after the Expiration Date.
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for
purchase pursuant to the Tender Offers and the Solicitation will, on the Early Settlement Date (as defined below) or the Final
Settlement Date (as de?ned below), as applicable, also receive accrued and unpaid interest on those Notes from the last interest
payment date with respect to those Notes to, but not including, the Early Settlement Date or the Final Settlement Date, as
applicable (the "Accrued Interest").
If the Company receives valid consents of the holders of a majority in aggregate principal amount of the outstanding 2021
Notes (the "Requisite Consents"), the Company will execute a supplemental indenture effecting the Proposed Amendments. The
Proposed Amendments will not become operative, however, unless and until the Company accepts for purchase and pays the Total
Consideration with respect to validly tendered 2021 Notes and validly delivered consents representing a majority in aggregate
principal amount of the outstanding 2021 Notes.
The Offeror reserves the right, in its sole discretion, to increase or decrease the amount of Notes purchased in any Tender
Offer at any time such that the Aggregate Maximum Purchase Amount and the Tender Cap may be increased or decreased without
extending the Early Tender Date or the Withdrawal Deadline or otherwise reinstating withdrawal rights for any Tender O?er,
subject to compliance with applicable law, which could result in the Offeror purchasing a greater or lesser amount of Notes in
the Tender O?ers. If the Aggregate Maximum Purchase Amount or the Tender Cap changes, the Offeror does not expect to extend the
Withdrawal Deadline, subject to applicable law.
The Offeror reserves the right, in its sole discretion, at any point following the Early Tender Date and prior to the
Expiration Date, to accept for purchase any Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender
Date (the date of such acceptance and purchase, the "Early Settlement Date"), subject to the Aggregate Maximum Purchase Amount,
the Tender Cap, the Acceptance Priority Levels and proration as described in the Statement. The Early Settlement Date will be
determined at the Offeror's option, assuming the conditions to the Tender O?ers and the Solicitation have been either
satis?ed or waived by the Offeror at or prior to the Early Settlement Date. If the Offeror elects to have an Early Settlement
Date, it will accept Notes validly tendered at or prior to the Early Tender Date, subject to the Aggregate Maximum Purchase
Amount, the Tender Cap, the Acceptance Priority Levels and proration as described in the Statement. Irrespective of whether the
Offeror chooses to exercise its option to have an Early Settlement Date, it will purchase any remaining Notes that have been
validly tendered at or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Tender Offers and
the Solicitation having been either satis?ed or waived by the Offeror, promptly following the Expiration Date (the date of such
acceptance and purchase, the "Final Settlement Date"; the Final Settlement Date and the Early Settlement Date each being a
"Settlement Date"), subject to the Aggregate Maximum Purchase Amount, the Tender Cap, the Acceptance Priority Levels and
proration as described in the Statement. The Final Settlement Date is expected to occur on the second business day following the
Expiration Date, assuming the conditions to the Tender Offers and the Solicitation have been either satis?ed or waived by the
Offeror at or prior to the Expiration Date and Notes having an aggregate purchase price (exclusive of Accrued Interest) equal to
the Aggregate Maximum Purchase Amount are not purchased on the Early Settlement Date.
Subject to the Aggregate Maximum Purchase Amount, the Tender Cap, the Acceptance Priority Levels and proration as described in
the Statement, all Notes validly tendered at or prior to the Early Tender Date having the highest Acceptance Priority Level will
be accepted for purchase before any Notes validly tendered at or prior to the Early Tender Date having the lowest Acceptance
Priority Level are accepted for purchase, and all Notes validly tendered after the Early Tender Date having the highest
Acceptance Priority Level will be accepted for purchase before any Notes validly tendered after the Early Tender Date having the
lowest Acceptance Priority Level are accepted for purchase. However, even if the Tender Offers are not fully subscribed as of the
Early Tender Date, subject to the Aggregate Maximum Purchase Amount and the Tender Cap, Notes validly tendered at or prior to the
Early Tender Date will be accepted for purchase before any Notes validly tendered after the Early Tender Date are accepted for
purchase, even if such Notes validly tendered after the Early Tender Date have the highest Acceptance Priority Level than Notes
validly tendered at or prior to the Early Tender Date. Therefore, if the aggregate purchase price of Notes validly tendered at or
prior to the Early Tender Date equals or exceeds the Aggregate Maximum Purchase Amount, the Offeror will not accept for purchase
any Notes tendered after the Early Tender Date, and if the aggregate purchase price of 2023 Notes validly tendered at or prior to
the Early Tender Date equals or exceeds the Tender Cap, the Offeror will not accept for purchase 2023 Notes tendered after the
Early Tender Date, in each case unless the Offeror increases the Tender Cap and/or Aggregate Maximum Purchase
Amount. Additional information about the application of the Aggregate Maximum Purchase Amount, Acceptance Priority Levels,
Tender Cap and proration is set forth in the Statement.
The Tender Offers are not conditioned upon a minimum amount of Notes of any series, or a minimum amount of Notes of all
series, being tendered. However, the Tender O?ers and the Solicitation are subject to, and conditioned upon, the satisfaction or
waiver of certain conditions described in the Statement, including completion of concurrent private offerings by Bausch Health
and/or its subsidiaries of at least $1,500 million aggregate principal amount of senior
notes to finance the payment of the Tender Offer Consideration and the Total Consideration. While none of the Tender Offers
are subject to receipt of the Requisite Consents, the Solicitation is conditioned on receipt of the Requisite Consents.
If, following the consummation of the Tender Offers and the Solicitation, any 2021 Notes remain outstanding, the Offeror
intends to promptly redeem such 2021 Notes in accordance with terms of the 2021 Notes and the indenture under which the 2021
Notes were issued. In addition, if the aggregate purchase price of 2023 Notes validly tendered by the Expiration Date and
accepted for purchase does not exceed the Tender Cap, the Offeror intends to retire or repay existing debt in a purchase price
equal to the excess of the Tender Cap over the aggregate purchase price of 2023 Notes validly tendered and accepted for purchase
in the Tender Offers.
J.P. Morgan is acting as the dealer manager and solicitation agent in the Tender Offers and Solicitation. Global Bondholder
Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers and
Solicitation. Persons with questions regarding the Tender Offers and Solicitation should contact J.P. Morgan Securities LLC at
(collect) (212) 834-3260 or (toll free) (866) 834-4666. Requests for copies of the Statement, the related Letter of Transmittal
and Consent and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866)
470-4200 or (collect) (212) 430-3774.
None of the Offeror, its board of directors or officers, the dealer managers and solicitation agents, the depositary, the
information agent or the trustee with respect to the Notes, or any of their respective affiliates, makes any recommendation that
holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been
authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes
and, if so, the principal amount of Notes to tender. The Tender Offers and Solicitation are made only by the Statement and
related Letter of Transmittal and Consent. This news release is neither an offer to purchase nor a solicitation of an offer to
sell any notes in the Tender Offers nor a solicitation of consents with respect to the Notes or any other securities. The Tender
Offers and the Solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the
Tender Offers and the Solicitation are required to be made by a licensed broker or dealer, the Tender Offers and the Solicitation
will be deemed to be made on behalf of the Offeror by the dealer manager and solicitation agent or one or more registered brokers
or dealers that are licensed under the laws of such jurisdiction.
Any securities issued pursuant to the financing transactions described above 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. Such 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 that may be issued pursuant to the
financing transactions described above. Further, nothing contained herein shall constitute a notice of redemption of the
Notes.
About Bausch Health
Bausch Health Companies Inc. (NYSE/TSX: BHC) is a global company whose mission is to improve people's lives with our
health care products. We develop, manufacture and market a range of pharmaceutical, medical device and over-the-counter products,
primarily in the therapeutic areas of eye health, gastroenterology and dermatology. We are delivering on our commitments as we
build an innovative company dedicated to advancing global health.
Caution Regarding Forward-Looking Information and "Safe Harbor" Statement
This news release may contain forward-looking statements, including, but not limited to, the Tender Offers, the
Solicitation, the details thereof and other expected effects of the Tender Offers or the Solicitation and the proposed concurrent
private offerings of senior notes and the use of proceeds therefrom. Forward-looking statements may generally be identified by
the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes,"
"estimates," "potential," "target," or "continue" and variations or similar expressions. These statements are based upon the
current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not
limited to, the aggregate amount of notes tendered (which could lead to retirement or repayment of other existing debt), the
successful pricing and closing of the senior notes and risks and uncertainties discussed in the Company's most recent annual
report and detailed from time to time in Bausch Health's other filings with the Securities and Exchange Commission and the
Canadian Securities Administrators, which factors are incorporated herein by reference. Readers are cautioned not to place undue
reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Bausch
Health undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the
date of this news release or to reflect actual outcomes, unless required by law.
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SOURCE Bausch Health Companies Inc.