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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
Date of Report (Date of the earliest event reported): June 10, 2025
Bausch Health Companies Inc.
(Exact Name of Registrant as Specified in Its Charter)
| British Columbia, Canada | 001-14956 | 98-0448205 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
2150 St. Elzéar Blvd. West
Laval, Quebec
Canada H7L 4A8
(Address of Principal Executive Offices) (Zip Code)
514-744-6792
(Registrant’s telephone number, including area code)
(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 class | Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Shares, No Par Value | BHC | New York Stock Exchange, Toronto 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.
Bausch + Lomb Secured Notes Offering
On June 10, 2025, Bausch + Lomb Corporation (“Bausch + Lomb”), a subsidiary of Bausch Health Companies Inc. (the “Company”), issued a press release announcing that Bausch + Lomb’s subsidiaries, Bausch & Lomb Incorporated, a New York corporation, and Bausch+Lomb Netherlands B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (such subsidiaries, the “Issuers”), launched an offering of €600 million aggregate principal amount of senior secured floating rate notes (“Notes”).
Substantially concurrently with the Notes offering, Bausch + Lomb launched a partial refinancing of its credit agreement, whereby it intends to obtain a $2.2 billion new term B loan facility (the “New Term B Loan Facility”) and a new $800 million revolving credit facility (the “New Revolving Credit Facility”). Bausch + Lomb intends to use the net proceeds from the Notes offering and the New Term B Loan Facility, together with borrowings under the New Revolving Credit Facility, to repay certain outstanding borrowings under its existing revolving credit facility, to refinance in full its outstanding term A loans due 2027 and term B loans due 2027, and to pay related fees and expenses, with any remaining amounts to be used for general corporate purposes.
The closing of the Notes offering is not contingent upon the closing the New Term B Loan Facility or the New Revolving Credit Facility.
The Notes will be guaranteed by Bausch + Lomb and each of its subsidiaries (other than the Issuers) that are guarantors under its credit agreement and will be secured on a first priority basis by liens on the same assets that secure the obligations under its credit agreement and 8.375% senior secured notes due 2028.
The foregoing transactions are subject to market and other conditions. There can be no assurance that Bausch + Lomb will be able to successfully complete the transactions on the terms described above, or at all.
A copy of the press release issued by Bausch + Lomb related to the Notes offering is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and 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 the Notes, 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description |
| 99.1 | Press Release of Bausch + Lomb Corporation, announcing the launch of the Notes offering, on June 10, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| BAUSCH HEALTH COMPANIES INC. | ||
| By: | /s/ Jean-Jacques Charhon | |
| Name: | Jean-Jacques Charhon |
|
| Title: | Executive Vice President, Chief Financial Officer | |
Date: June 10, 2025
Exhibit 99.1
Bausch + Lomb Announces Launch of Senior Secured Notes Offering and Refinancing of Credit Agreement
VAUGHAN, Ontario, June 10, 2025 – Bausch + Lomb Corporation (NYSE/TSX: BLCO) (“Bausch + Lomb” or the “company”), a leading global eye health company dedicated to helping people see better to live better, today announced that its subsidiaries, Bausch+Lomb Netherlands B.V. and Bausch & Lomb Incorporated (collectively, the “Issuers”), have launched an offering of €600 million aggregate principal amount of senior secured floating rate notes (“Notes”).
In connection with the Notes offering, the company has also launched a partial refinancing of its credit agreement, whereby the company intends to obtain a $2.2 billion new term B loan facility (the “New Term B Loan Facility”) and a new $800 million revolving credit facility (the “New Revolving Credit Facility”). The company intends to use the net proceeds from the Notes offering and the New Term B Loan Facility, together with borrowings under the New Revolving Credit Facility, to repay certain outstanding borrowings under its existing revolving credit facility, to refinance in full its outstanding term A loans due 2027 and term B loans due 2027, and to pay related fees and expenses, with any remaining amounts to be used for general corporate purposes.
The closing of the Notes offering is not contingent upon the closing the New Term B Loan Facility or the New Revolving Credit Facility.
The Notes will be guaranteed by the company and each of the company’s subsidiaries (other than the Issuers) that are guarantors under the company’s credit agreement and will be secured on a first priority basis by liens on the same assets that secure the obligations under the company’s credit agreement and the company’s outstanding senior secured notes.
The foregoing transactions are subject to market and other conditions. There can be no assurance that the company will be able to successfully complete the transactions on the terms described above, or at all.
The Notes will not be registered under the Securities Act of 1933, as amended (“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 and outside the United States to non-U.S. persons 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 news 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 + Lomb
Bausch + Lomb is dedicated to protecting and enhancing the gift of sight for millions of people around the world – from birth through every phase of life. Its comprehensive portfolio of approximately 400 products includes contact lenses, lens care products, eye care products, ophthalmic pharmaceuticals, over-the-counter products and ophthalmic surgical devices and instruments. Founded in 1853, Bausch + Lomb has a significant global research and development, manufacturing and commercial footprint with approximately 13,500 employees and a presence in approximately 100 countries. Bausch + Lomb is headquartered in Vaughan, Ontario, with corporate offices in Bridgewater, New Jersey.
Forward-looking Statements
This news release may contain forward-looking information and statements within the meaning of applicable securities laws (collectively, “forward-looking statements”), including, but not limited to, our refinancing plans and the details thereof, including the Notes offering, the New Term B Loan Facility and the New Revolving Credit Facility, the proposed use of proceeds therefrom and the details thereof, our ability to complete the transactions described in this press release, and the other expected effects thereof. Forward-looking statements may generally be identified by the use of the words “anticipates,” “seeks,” “expects,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “potential,” “pending” or “proposed” 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 risks and uncertainties discussed in Bausch + Lomb’s filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators (including the company’s Annual Report on Form 10-K for the year ended Dec. 31, 2024 and its most recent quarterly filings). In addition, certain material factors and assumptions have been applied in making these forward-looking statements, including the assumption that the risks and uncertainties discussed in such filings will not cause actual results or events to differ materially from those described in these forward-looking statements. 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 + Lomb 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.
© 2025 Bausch + Lomb.
Media Contacts:
T.J. Crawford
tj.crawford@bausch.com
(908) 705-2851
Investor Contacts:
George Gadkowski
george.gadkowski@bausch.com
(877) 354-3705 (toll free)
(908) 927-0735
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