Item 1.01. Entry into a Material Definitive Agreement.
Senior Secured Notes Offering
On
The Notes were offered in
The net proceeds of the Notes offering, along with cash on hand, will be used to
repurchase up to
The Notes Indenture
The Notes were issued pursuant to the indenture, dated as of
Interest and Maturity
Pursuant to the Indenture, the Notes will mature on
Guarantees
The Notes will initially be jointly and severally guaranteed on a senior secured basis by each of the Company's subsidiaries that is a guarantor under the Company's existing credit agreement (the "Credit Agreement"), the Company's existing senior secured notes (the "Existing Senior Secured Notes") and the Company's existing senior unsecured notes (the "Existing Senior Unsecured Notes" and, such guarantors, the "Note Guarantors"). The Notes and the guarantees related thereto will be senior obligations and will be secured, subject to permitted liens and certain other exceptions, by the same first priority liens that secure the obligations of the Company and the Notes Guarantors under the Credit Agreement and the Existing Senior Secured Notes.
Ranking
The Notes and the guarantees related thereto will be:
• general secured obligations, secured by a first-priority lien (subject to permitted liens and certain other exceptions) on the collateral; • pari passu in right of payment with all existing and future unsubordinated indebtedness of the Company and the Note Guarantors; • effectively pari passu with all existing and future indebtedness secured by a first-priority lien on the collateral securing the Notes (including the credit facilities provided under the Credit Agreement and the Existing Senior Secured Notes); • effectively senior to all existing and future indebtedness that is unsecured (including the Existing Senior Unsecured Notes and the guarantees thereof) or that is secured by junior liens, in each case to the extent of the value of the collateral; and • structurally subordinated to (x) the liabilities of any of the Company's subsidiaries that do not guarantee the Notes to the extent of the value of such subsidiaries' assets and (y) any of the Company's debt that is secured by assets that are not collateral to the extent of the value of such assets.
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Redemption
The Notes will be redeemable at the option of the Company, in whole or in part,
at any time on or after
In addition, the Company may redeem some or all of the Notes prior to
Upon the occurrence of a change of control (as defined in the Indenture), unless the Company has exercised its right to redeem all of the Notes, as described above, holders of the Notes may require the Company to repurchase such holder's Notes, in whole or in part, at a purchase price equal to 101% of the principal amount of such Notes plus accrued and unpaid interest to, but excluding, the purchase date applicable to such Notes.
Certain Covenants
The Indenture contains covenants that limit the ability of the Company and any of its restricted subsidiaries (as such term is defined in the Indenture), to, among other things:
• incur or guarantee additional indebtedness; • make certain investments and other restricted payments; • create liens; • enter into transactions with affiliates; • engage in mergers, consolidations or amalgamations; and • transfer and sell assets.
Events of Default
The Indenture also provides for customary events of default.
The foregoing summary of the Indenture is not complete and is qualified in its entirety by reference to the full and complete text of the Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 8.01. Other Events. Tender Offer
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Indenture, dated as ofJune 8, 2021 by and amongBausch Health Companies Inc. , the guarantors party thereto,The Bank of New York Mellon , as trustee and the notes collateral agents party thereto. 99.1 Press release announcing the early tender results and the early settlement date of the Tender Offer, datedJune 7, 2021 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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