LAVAL, Quebec, Nov. 21, 2018 /CNW/ -- Bausch Health
Companies Inc. (NYSE/TSX: BHC) ("Bausch Health," the "Company" or
the "Offeror") announced today the results to date of its pending
cash tender offer (the "Tender Offer"), to purchase any and all of
its outstanding 7.500% Senior Notes due 2021 (the "Notes"), as well
as the anticipated early settlement date for the Tender Offer on
Nov. 27, 2018 (the "Early Settlement
Date").
In conjunction with the Tender Offer, the Company also commenced
a solicitation of consents (the "Solicitation") to certain proposed
amendments to the indenture governing the Notes to eliminate
substantially all of the restrictive covenants and events of
default and related provisions contained in the indenture (the
"Proposed Amendments"). The terms and conditions of the Tender
Offer and the Solicitation are described in an Offer to Purchase and
Consent Solicitation Statement dated Nov. 7,
2018 (the "Statement") and the related Letter of Transmittal
and Consent. All terms and conditions of the Tender Offer and the
Solicitation remain unchanged as set forth in the Statement.
The following table sets forth the aggregate principal amount of
Notes and related Consents that were tendered and not withdrawn on
or prior to 5:00 p.m., New York City time, on Nov. 21, 2018 (the "Withdrawal Deadline") and the
aggregate principal amount of Notes expected to be accepted for
purchase on the Early Settlement Date.
Issuer
|
|
Series of
Notes
|
|
144A
CUSIP/ISIN
Number
|
|
Reg S
CUSIP/ISIN
Number
|
|
Aggregate
Principal Amount Outstanding Prior to the Tender
Offer
|
|
Aggregate
Principal Amount of Notes Tendered
|
|
Total
Consideration1
|
Bausch Health
Companies Inc.
|
|
7.500% Senior Notes
Due 2021
|
|
92912EAA1
/
US92912EAA10
|
|
C96715AA2
/
USC96715AA29
|
|
$1,500,000,000
|
|
$1,482,552,000
|
|
$1,022.50
|
|
|
|
|
|
|
|
1 Per
$1,000 principal amount of Notes validly tendered and accepted for
purchase in the Tender Offer (exclusive of any Accrued Interest,
which will be paid by the Offeror in addition to the Total
Consideration to, but not including, the Early Settlement
Date).
|
As of the Withdrawal Deadline, the aggregate principal amount of
Notes and related Consents validly tendered and not validly
withdrawn is $1,482,552,000. The
Offeror expects to accept for purchase all of the Notes and related
Consents validly tendered prior to the Withdrawal Deadline, subject
to the satisfaction of the conditions to such Tender Offer. The
Offeror expects that the conditions to the Tender Offer and
Solicitation, including the Financing Condition, will be satisfied
as of the Early Settlement Date.
The total consideration for each $1,000 principal amount of Notes is set forth in
the table above (the "Total Consideration") and is expected to be
paid on the Early Settlement Date to the holders of Notes tendered
and accepted for purchase as of the Withdrawal Deadline. The Total
Consideration includes a consent payment of $30.00 per $1,000
principal amount of Notes and related Consents accepted for
purchase as of the Withdrawal Deadline. In addition to the Total
Consideration, all Holders of Notes accepted for purchase pursuant
to the Tender Offer and the Solicitation will also receive accrued
and unpaid interest on the Notes from the last interest payment
date to, but not including, the Early Settlement Date.
Adoption of the Proposed Amendments requires the consents of the
holders of a majority in aggregate principal amount of the
outstanding Notes (the "Requisite Consents"). As of the Withdrawal
Deadline, the Company has received the Requisite Consents from
holders of the Notes. As a result of receiving the Requisite
Consents, the Company entered into a supplemental indenture, dated
Nov. 21, 2018, to the indenture
governing the Notes effecting the Proposed Amendments which is
binding on all remaining holders of the Notes and will become
operative on the Early Settlement Date when the Company accepts for
purchase all of the Notes validly tendered prior to the Withdrawal
Deadline pursuant to, and subject to the conditions set forth in,
the Statement and the Letter of Transmittal and Consents.
The Tender Offer remains open and will expire at 11:59 p.m., New York
City time, on Dec. 6, 2018
(such date and time, as it may be extended, the "Expiration Date").
No tenders will be valid if submitted after the Expiration Date.
The Offeror expects to purchase any remaining Notes tendered
following the Early Settlement Date that have been validly tendered
at or prior to the Expiration Date and accepted for purchase,
subject to all conditions to the Tender Offer and the Solicitation
having been either satisfied 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
is expected to occur on the second business day following the
Expiration Date, assuming the conditions to the Tender Offer and
the Solicitation have been either satisfied or waived by the
Offeror at or prior to the Expiration Date and all of the
outstanding Notes are not purchased on the Early Settlement
Date.
The Tender Offer and the Solicitation are subject to, and
conditioned upon, the satisfaction or waiver of certain conditions
described in the Statement, including the completion of the
Company's previously announced incremental term loan facility.
The deadline for holders to validly withdraw tenders of Notes
and related Consents has passed. Accordingly, Notes and related
Consents that were already tendered at the Withdrawal Deadline and
any additional Notes and related Consents that are tendered at or
prior to the Expiration Date may not be withdrawn, except in
certain limited circumstances where additional withdrawal rights
are required by law.
If, following the consummation of the Tender Offer and the
Solicitation, any Notes remain outstanding, the Offeror intends to
redeem such Notes in accordance with terms of the Notes and the
indenture, dated as of July 12, 2013
(as amended or supplemented), among Bausch Health (as successor to
VPII Escrow Corp.), the subsidiaries signatory thereto and The Bank
of New York Mellon Trust Company, N.A., as trustee, under which the
Notes were issued.
Barclays and J.P. Morgan are acting as the dealer managers and
solicitation agents in the Tender Offer and Solicitation. Global
Bondholder Services Corporation has been retained to serve as both
the depositary and the information agent for the Tender Offer and
Solicitation. Persons with questions regarding the Tender Offer and
Solicitation should contact Barclays Capital Inc. at (collect)
(212) 528-7581 or (toll free) (800) 438-3242 and 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 Offer is made only
by the Statement and related Letter of Transmittal and Consent.
This news release is not an offer to purchase nor a solicitation of
an offer to sell any notes in the Tender Offer nor a solicitation
of consents with respect to the Notes or any other securities. The
Tender Offer 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
Offer and the Solicitation are required to be made by a licensed
broker or dealer, the Tender Offer and the Solicitation will be
deemed to be made on behalf of the Offeror by the dealer managers
and solicitation agents or one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
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 Offer, the Solicitation, the details thereof and other
expected effects of the Tender Offer or the Solicitation and the
proposed incremental term loan facility 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 repurchases
of other notes), the successful closing of the incremental term
loan facility and risks and uncertainties discussed in the
Company's most recent annual and quarterly reports 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.
Investor
Contact:
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Media
Contact:
|
Arthur
Shannon
|
Lainie
Keller
|
arthur.shannon@bauschhealth.com
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lainie.keller@bauschhealth.com
|
(514)
856-3855
|
(908)
927-0617
|
(877) 281-6642 (toll
free)
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|
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SOURCE Bausch Health Companies Inc.