On March 8, 2019, Bausch Health Companies Inc. (NYSE/TSX: BHC) (the “Company”) completed its issuance and sale of US$500 million aggregate principle amount of its new 5.750% Senior Secured Notes due 2027 (the “Secured Notes”) and Bausch Health Americas, Inc. (BHA), the Company’s wholly owned indirect subsidiary, completed its issuance and sale of US$1.0 billion aggregate principal amount of its add-on 8.500% Senior Unsecured Notes due 2027 (the “Unsecured Notes”, and together with the Secured Notes, the “Notes”) (such offerings, the “Notes Offerings”).
The Unsecured Notes are additional notes and form part of the same series as BHA’s existing 8.500% senior notes due 2027. The proceeds of the Notes Offerings, along with cash on hand, were used to repurchase $1,500 million aggregate purchase price of outstanding notes pursuant to the Company’s contemporaneous debt tender offers (including the Company’s outstanding 5.625% Senior Notes due 2021, 5.50% Senior Notes due 2023 and 5.875% Senior Notes due 2023), and to pay related fees and expenses.
The initial purchasers’ syndicate for the Notes Offerings was led by J.P. Morgan (lead left), Barclays, Goldman Sachs & Co. LLC, Citigroup, Deutsche Bank Securities, DNB Markets, Morgan Stanley and RBC Capital Markets, as joint book-running managers. J.P. Morgan Securities LLC served as dealer manager for the tender offer. Bausch Health’s internal legal team was led by Judah Bareli, Senior Director, Legal Affairs (New Jersey), and Daniel Yelin, Senior Director, Business & Legal Affairs (Montréal).
Norton Rose Fulbright Canada LLP acted as counsel to Bausch Health Companies Inc. and Bausch Health Americas, Inc. through its office in Montréal. Norton Rose Fulbright’s team was led by Pete Wiazowski and included Lady Africa Sheppard, Thomas Nichols, Julia Godolphin and Dan Ton-That. Derek Chiasson advised regarding Canadian tax matters.
Blake, Cassels & Graydon LLP was counsel to the initial purchasers, with a team led by Ralph Lindzon and that included Gordon McKenna. Casey Richardson-Scott advised regarding Canadian tax matters. In the United States, Bausch Health was represented by Davis Polk & Wardwell LLP, with a team led by Michael Kaplan. The initial purchasers were represented in the United States by Cahill Gordon & Reindel LLP, with a team led by Josiah Slotnik.