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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
March 19, 2025
Date of report (Date of earliest event reported)
 Bausch Health Companies Inc.
(Exact name of registrant as specified in its charter)
British Columbia,Canada001-1495698-0448205
(State or other jurisdiction of incorporation)(Commission file number)(IRS Employer Identification No.)
2150 St. Elzéar Blvd. West, Laval, Québec, Canada H7L 4A8
(Address of Principal Executive Offices) (Zip Code)
(514) 744-6792
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, No Par ValueBHCNew York Stock ExchangeToronto Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐            



Item 8.01 Other Events

Secured Notes Offering
On March 19, 2025, Bausch Health Companies Inc. (the “Company”) issued a press release announcing that its indirect wholly-owned subsidiary, 1261229 B.C. Ltd. (the “Issuer”) launched an offering of $4.0 billion aggregate principal amount of new senior secured notes due 2032 (the “Notes”). The Company plans to offer the Notes in the United States to qualified institutional investors pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) that are also qualified purchasers within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The Company plans to use the net proceeds from the offering of the Notes, together with the proceeds of a new term loan facility (the “New Term Loan Facility”), (i) to repay in full and terminate the Company’s secured term loan facility maturing in 2027 (“BHC Existing Term Loan Facility”), (ii) to redeem all of the Company’s outstanding 5.500% Senior Secured Notes due 2025 (the “2025 Secured Notes”), its 9.000% Senior Notes due 2025 (the “2025 Unsecured Notes” and, together with the 2025 Secured Notes, the “2025 Notes”), its 6.125% Senior Secured Notes due 2027 (the “6.125% 2027 Notes”) and its 5.750% Senior Secured Notes due 2027 (the “5.750% 2027 Notes” and, together with the 6.125% 2027 Notes, the “2027 Notes” and, cumulatively with the 2025 Notes, the “BHC Existing Notes”), (iii) to fund the redemption of its indirect subsidiary’s 9.000% Senior Secured Notes due 2028 (the “HoldCo Notes” and, collectively, with the BHC Existing Notes, the “Existing Notes”), (iv) to pay related fees, premiums and expenses and (v) for general corporate purposes. The Company also issued a press release under Rule 135c under the Securities Act relating to the offering of Notes, a copy of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 do not constitute an offer to sell or the solicitation of an offer to buy any securities, or an offer to purchase, or a solicitation of an offer to sell any securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes 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.
New Credit Facilities
Also, on March 19, 2025, the Company launched the syndication of new senior secured credit facilities expected to consist of (i) a five-year senior secured revolving credit facility in an amount of at least $400 million (the “New Revolving Facility”) and (ii) a $3,400 million 5.5-year secured term loan B facility (the “New Term Loan Facility,” and together with the New Revolving Facility, the “New Senior Secured Credit Facilities”) through the Issuer. The obligations under the New Senior Secured Credit Agreement will be pari passu with the Notes.
The foregoing is qualified by reference to the press release that is attached as Exhibit 99.2 to this Current Report on Form 8-K, which is incorporated herein by reference.
Redemption of Existing Notes
Additionally, on March 19, 2025, the Company or a subsidiary of the Company, as applicable, delivered a notice of conditional redemption for all of the Existing Notes at the redemption prices specified in the applicable indentures, plus accrued and unpaid interest, if any, to, but not including, the redemption date of the applicable series of Existing Notes (each, a “Redemption Date”). The Redemption Date for the 2025 Notes is April 18, 2025 and the redemption date for each of the 2027 Notes and the HoldCo Notes is April 4, 2025. The obligation to redeem the Existing Notes is conditioned upon the consummation of the offering of Notes and the funding of the New Term Loan Facility on or before each Redemption Date (which Redemption Date could be delayed in the Company’s sole discretion if this condition is not satisfied pursuant to the terms of the applicable indentures).
On the closing date of the offering of Notes, the Company or a subsidiary of the Company, as applicable, intends to discharge the indentures governing the 2025 Notes. The redemption of the Existing Notes, and the discharge of the



2025 Notes, are each subject to the consummation of the offering of the Notes and the funding of the New Term Loan Facility, as well as certain other customary conditions.
This Current Report on Form 8-K does not constitute a notice of redemption of the Existing Notes. There can be no assurances that the conditions precedent to the redemption will be satisfied or that the redemption will occur.
The foregoing is qualified by reference to the press release that is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit NumberDescription
99.1*
99.2*
101.SCH*
XBRL Taxonomy Extension Schema Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
____________________________________
* Filed herewith.



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 19, 2025
 
BAUSCH HEALTH COMPANIES INC.
 By:/s/ JEAN-JACQUES CHARHON
Jean-Jacques Charhon
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)

Exhibit 99.1
image_01.jpg
Investor Contact:Media Contact:
Garen SarafianKatie Savastano
ir@bauschhealth.comcorporate.communications@bauschhealth.com
(877) 281-6642 (toll free)(908) 541-3785
Bausch Health Announces Launch of Private Offering of Senior Secured Notes and Conditional Redemption of Senior Notes
LAVAL, QC, March 19, 2025 — Bausch Health Companies Inc. (NYSE: BHC)(TSX: BHC) (the “Company” or “Bausch Health”) today announced that it has launched an offering (the “Offering”) of $4.0 billion aggregate principal amount of new senior secured notes due 2032 (the “Notes”) through its indirect wholly-owned subsidiary, 1261229 B.C. Ltd., a company incorporated under the laws of British Columbia, Canada (the “Issuer”) that, at the closing of the transactions will be a non-guarantor restricted subsidiary under the indentures that govern the Company’s existing senior notes. In addition, the Company, through the Issuer, is seeking to enter into new senior secured credit facilities that are expected to consist of (i) a 5-year senior secured revolving credit facility in an amount of at least $400 million (the “New Revolving Facility”) and (ii) a $3,400 million 5.5-year senior secured term loan B facility (the “New Term Loan Facility” and, together with the New Revolving Facility, the “New Senior Secured Credit Facilities”). The Offering and the entry into the New Senior Secured Credit Facilities are subject to market and other conditions.
The Notes will be (i) secured, subject to customary limitations, by a first priority lien on substantially all assets of the Issuer, including a pledge of its direct equity interest in Bausch + Lomb and (ii) guaranteed by (x) the Company and subsidiaries of the Company that guarantee the Company’s existing senior notes, with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that will rank pari passu with the liens securing the Company’s existing first-lien senior secured notes and the New Senior Secured Credit Facilities and (y) certain subsidiaries of the Company that do not guarantee the Company’s existing senior notes, with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that will rank pari passu with the liens securing the New Senior Secured Credit Facilities.
The Company intends to use the proceeds from the offering of the Notes, together with the borrowings under the New Term Loan Facility, (i) to repay in full and terminate the Company’s existing credit agreement, (ii) to redeem all of its 5.500% Senior Secured Notes due 2025, 9.000% Senior Notes due 2025, 6.125% Senior Secured Notes due 2027, 5.750% Senior Secured Notes due 2027 and its indirect subsidiary’s 9.000% Senior Secured Notes due 2028 (collectively, the “Existing Notes”), (iii) to pay related fees, premiums and expenses and (iv) for general corporate purposes.
The Company also intends, or a subsidiary of the Company intends, as applicable, to deliver a notice of conditional redemption for all of the Existing Notes at the redemption prices specified in the applicable indentures, plus accrued and unpaid interest, if any, to, but not including, the redemption date of the applicable series of Existing Notes. The obligation to redeem the Existing Notes will be conditioned upon the consummation of the Offering and the funding of the New Term Loan Facility on or before each of the applicable redemption dates (which redemption dates could be delayed in the Company’s sole discretion if this condition is not satisfied pursuant to the terms of the applicable indentures).



Concurrently with the consummation of the Offering and the funding of the New Term Loan Facility, the Company or a subsidiary of the Company, as applicable, intends to discharge the applicable indentures governing each of the Existing Notes to the extent any such Existing Notes are not redeemed prior to the Closing Date. This press release does not constitute a notice of redemption of the Existing Notes.
The Notes 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. The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act that are also qualified purchasers within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The Notes 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 Notes in Canada will be made on a basis, which is exempt from the prospectus requirements of such securities laws.
This press 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, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Bausch Health
Bausch Health Companies Inc. (NYSE: BHC)(TSX: BHC) is a global, diversified pharmaceutical company enriching lives through our relentless drive to deliver better health care outcomes. We develop, manufacture and market a range of products primarily in gastroenterology, hepatology, neurology, dermatology, dentistry, aesthetics, international pharmaceuticals and eye health, through our controlling interest in Bausch + Lomb Corporation. Our ambition is to be a globally integrated healthcare company, trusted and valued by patients, HCPs, employees and investors.
Forward-Looking Statements About Bausch Health
This news release may contain forward-looking statements within the meaning of applicable securities laws, including the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by the use of the words "will," "anticipates," "hopes," "expects," "intends," "plans," "should," "could," "would," "may," "believes," "subject to" and variations or similar expressions. These statements are neither historical facts nor assurances of future performance, 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. In particular, the Company can offer no assurance that the separation (including a potential sale of Bausch + Lomb) will occur on terms or timelines acceptable to the Company or at all, or as to the ultimate composition of any near-term financing activities, including the proposed use of proceeds therefrom, whether the conditions precedent to the redemption of the Existing Notes will occur, or as to the offering of the Notes, the entry into the New Senior Secured Credit Facilities, and details thereof. Actual results are subject to other risks and uncertainties that relate more broadly to Bausch Health's overall business, including those more fully described in Bausch Health's most recent annual and quarterly reports and detailed from time to time in Bausch Health's other filings with the U.S. 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. The Company undertakes no obligation to update any of these forward-looking statements to reflect events,



information or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.




###



Exhibit 99.2
image_0a.jpg
Investor Contact:
Media Contact:
Garen Sarafian
Katie Savastano
ir@bauschhealth.com
corporate.communications@bauschhealth.com
(877) 281-6642 (toll free)
(908) 541-3785



Bausch Health Announces Launch of Syndication of New Senior Secured Credit Facilities
Transaction is part of a broader refinancing initiative aimed at opportunistically accessing capital markets to address near- and mid-term maturities
LAVAL, QC, March 19, 2025 – Bausch Health Companies Inc. (NYSE: BHC)(TSX: BHC) (the “Company” or “Bausch Health”) today announced that it has launched the syndication of new senior secured credit facilities totaling at least $3.8 billion.
The new senior secured credit facilities are expected to consist of (i) a 5-year senior secured revolving credit facility in an amount of at least $400 million (the “New Revolving Facility”) and (ii) a $3,400 million 5.5-year secured term loan B facility (the “New Term Loan Facility” and, together with the New Revolving Facility, the “New Senior Secured Credit Facilities”) through its indirect wholly-owned subsidiary, 1261229 B.C. Ltd., a company incorporated under the laws of British Columbia, Canada (the “Borrower”) that, at the closing of the transactions, will be a non-guarantor restricted subsidiary under the indentures that govern the Company’s existing notes.
JPMorgan Chase Bank, N.A. is the lead arranger for the New Senior Secured Credit Facilities.
“The launch of this syndication is the result of a thorough process led by our Board, management team, and independent advisors to evaluate several debt financing alternatives and is consistent with Bausch Health’s previously stated objective to comprehensively improve our debt maturity profile. The transaction is part of a broader initiative aimed at opportunistically accessing capital markets to address our near- and mid-term maturities,” said Bausch Health CEO Thomas J. Appio. “The Company has a diverse, substantial portfolio of assets and, with seven consecutive quarters of top- and bottom-line growth, strong momentum to build on our success in 2025.”
Commitment to Paying Down Debt
Bausch Health (excluding Bausch + Lomb) reduced net debt by nearly $1 billion in 2024. The Company remains committed to optimizing its capital structure, strategically reducing debt leverage, and extending maturities to fortify its financial position for long-term success.
Transaction Details
The New Senior Secured Credit Facilities will be (i) secured, subject to customary limitations, by a first priority lien on substantially all assets of the Borrower, including a pledge of its direct equity interest in Bausch + Lomb and (ii) guaranteed by the Company and subsidiaries of the Company that guarantee the Company’s existing indebtedness and secured by the assets of the guarantors, subject to customary limitations, by a first-priority lien that will rank pari passu with the liens securing the Company’s existing first lien secured indebtedness.
The Company intends to use the proceeds of the New Term Loan Facility, together with the proceeds of other additional secured indebtedness intended to be raised in connection with the New Senior Secured


Credit Facilities, to repay in full and terminate the Company’s existing credit agreement, and (i) to redeem all of its 5.500% Senior Secured Notes due 2025, 9.000% Senior Notes due 2025, 6.125% Senior Secured Notes due 2027, 5.750% Senior Secured Notes due 2027 and its indirect subsidiary’s 9.000% Senior Secured Notes due 2028, (ii) to pay related fees, premiums and expenses and (iii) for general corporate purposes. The Company will use any amounts borrowed from time to time under the New Revolving Facility, which will replace its existing revolving facility, for general corporate purposes.
These proposed refinancing transactions, including but not limited to the principal amount, interest rate and maturity of the New Senior Secured Credit Facilities and any concurrent financings, are subject to market conditions and to a number of significant conditions, and there can be no assurance that the Company will consummate any of these transactions on the anticipated terms or timing, or at all.
The Company was advised by Evercore, Proskauer, and Norton Rose Fulbright Canada.
U.S. lenders under the New Senior Secured Credit Facilities must be qualified purchasers within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended.
This press release is not an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or other jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
About Bausch Health
Bausch Health Companies Inc. (NYSE:BHC)(TSX:BHC) is a global, diversified pharmaceutical company enriching lives through our relentless drive to deliver better health care outcomes. We develop, manufacture and market a range of products primarily in gastroenterology, hepatology, neurology, dermatology, dentistry, aesthetics, international pharmaceuticals and eye health, through our controlling interest in Bausch + Lomb Corporation. Our ambition is to be a globally integrated healthcare company, trusted and valued by patients, HCPs, employees and investors. For more information, visit www.bauschhealth.com and connect with us on LinkedIn.
Forward-Looking Statements About Bausch Health  
This news release may contain forward-looking statements within the meaning of applicable securities laws, including the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by the use of the words "will," "anticipates," "hopes," "expects," "intends," "plans," "should," "could," "would," "may," "believes," "subject to" and variations or similar expressions. These statements are neither historical facts nor assurances of future performance, 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. In particular, the Company can offer no assurance that the separation (including a potential sale of Bausch + Lomb) will occur on terms or timelines acceptable to the Company or at all, or any assurance as to our ability to market, negotiate or close the New Senior Secured Credit Facilities on favorable terms or at all, or whether the Company will be able to obtain any new secured revolving credit facility or other additional secured indebtedness, or as to the ultimate composition of any near-term financing activities. Actual results are subject to other risks and uncertainties that relate more broadly to Bausch Health's overall business, including those more fully described in Bausch Health's most recent annual and quarterly reports and detailed from time to time in Bausch Health's other filings with the U.S. 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. The Company undertakes no obligation to update any of these forward-


looking statements to reflect events, information or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.


v3.25.1
Document
Mar. 19, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 19, 2025
Entity Registrant Name Bausch Health Companies Inc.
Entity Incorporation, State or Country Code A1
Entity Address, Country CA
Entity File Number 001-14956
Entity Tax Identification Number 98-0448205
Entity Address, Address Line One 2150 St. Elzéar Blvd. West
Entity Address, City or Town Laval
Entity Address, State or Province QC
Entity Address, Postal Zip Code H7L 4A8
City Area Code 514
Local Phone Number 744-6792
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares, No Par Value
Trading Symbol BHC
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000885590
Amendment Flag false
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