Business Context and Reporting Period
This Form 8-K Current Report was filed by Bausch Health Companies Inc. on June 18, 2025. The filing reports on a significant capital markets event involving Bausch + Lomb Corporation, a subsidiary of the Company. The report details the pricing of a new senior secured floating rate notes offering and the restructuring of existing credit facilities.
Key Financial Metrics and Transaction Details
- Notes Offering: Bausch + Lomb subsidiaries priced an offering of €675 million aggregate principal amount of senior secured floating rate notes due 2031. The offering size was increased from a previously announced €600 million. Notes are being sold at 99.500% of the principal amount.
- Term B Loan Facility: A new $2.325 billion Term B loan facility is being established, an increase from the previously announced $2.2 billion. Interest is expected to accrue at Term SOFR + 4.25% per annum.
- Revolving Credit Facility: A new $800 million revolving credit facility is being established.
- Use of Proceeds: Net proceeds from the Notes and the New Term B Loan Facility will be used to repay outstanding borrowings under the existing revolving credit facility, refinance outstanding Term A and Term B loans due 2027, and pay related fees and expenses.
- Security and Guarantees: The Notes are guaranteed by Bausch + Lomb and its subsidiaries and secured on a first priority basis by liens on assets securing the credit agreement and 8.375% senior secured notes due 2028.
Material Changes and Outlook
The primary material change is the expansion of the debt offering sizes compared to prior announcements. The Notes offering size increased by €75 million, and the New Term B Loan Facility size increased by $125 million. The closing of the Notes offering is not contingent upon the closing of the new credit facilities. Both transactions are expected to close on June 26, 2025, subject to customary conditions. The filing explicitly states that there can be no assurance that the credit facility transactions will be completed on the described terms or at all.
Investor Verification Checklist
- Verify the final closing date of June 26, 2025, for both the Notes offering and the new credit facilities.
- Confirm the final interest rate calculation for the Term B Loan once Term SOFR is set at closing.
- Review the attached press release (Exhibit 99.1) for specific details on the pricing and investor allocation.
- Monitor for any updates regarding the repayment of the existing Term A and Term B loans due 2027.
- Note that the Notes are offered under Rule 144A and Regulation S exemptions and are not registered under the Securities Act.