aibioBausch Health launches $4.0 billion senior secured notes offering to refinance debt
Tickers BHC
Bausch Health's subsidiary launched a $4.0 billion offering of senior secured notes due 2032, and the parent began syndicating new secured credit facilities. The proceeds would retire 2025 and 2027 debt, but the filing gives no interest rate on the new notes or the term loan.
Key facts
- Company
- Bausch Health Companies Inc. (TSX: BHC)
- News type
- Mergers
- Primary source
- Bausch Health Companies Inc. Form 8-K filed March 19, 2025 (SEC EDGAR)
Bausch Health Companies Inc. (NYSE: BHC; Toronto Stock Exchange) said on March 19, 2025 that its indirect wholly owned subsidiary, 1261229 B.C. Ltd., had launched an offering of $4.0 billion aggregate principal amount of senior secured notes due 2032. The same day, the company launched syndication of new senior secured credit facilities, also through that subsidiary. The company disclosed both in a Form 8-K under Item 8.01, Other Events. The filing attaches two press releases, dated March 19, 2025, as Exhibits 99.1 and 99.2.
What is being sold
The notes will be offered in the United States to qualified institutional investors under Rule 144A that are also qualified purchasers under the Investment Company Act of 1940. They will be offered outside the United States to non-U.S. persons under Regulation S. The filing says the notes will not be registered under the Securities Act or any state securities laws, and that they have not been and will not be qualified for sale to the public in Canada by prospectus.
The filing does not state the interest rate on the notes, the offering price or the amount of fees. It names no underwriter, initial purchaser, placement agent or bank.
The new credit package has two parts. One is a five-year senior secured revolving credit facility of at least $400 million. The other is a $3,400 million, 5.5-year secured term loan B facility. Both run through the subsidiary, and the obligations under the new credit agreement will rank equally with the notes. The 8-K names no lender, administrative agent or arranger for either facility.
What the money would repay
The company plans to use the net proceeds of the notes, together with the new term loan, to repay in full and terminate its secured term loan facility maturing in 2027. It also plans to redeem its 5.500% Senior Secured Notes due 2025 and its 9.000% Senior Notes due 2025, which the filing calls the 2025 Unsecured Notes. It plans to redeem its 6.125% and 5.750% Senior Secured Notes due 2027, and to fund the redemption of its indirect subsidiary's 9.000% Senior Secured Notes due 2028, which the filing calls the HoldCo Notes. The rest goes to fees, premiums, expenses and general corporate purposes.
The refinancing pushes maturities out. The new notes run to 2032 and the term loan to five and a half years, while the notes they replace fall due in 2025, 2027 and 2028. The filing does not say whether the new debt costs more or less than the debt it replaces.
Conditions and timing
The company delivered conditional notices of redemption on March 19, 2025, covering all of the existing notes. Each redemption price is set in the relevant indenture, plus accrued and unpaid interest. The redemption date for the 2025 notes is April 18, 2025. For the 2027 notes and the HoldCo Notes, it is April 4, 2025.
The redemptions depend on the notes offering closing and the new term loan being funded on or before each date. The company can delay a redemption date in its sole discretion if that condition is not met. At the offering's closing, it intends to discharge the indentures for the 2025 notes. The filing adds that the 8-K is not itself a notice of redemption. It states: "There can be no assurances that the conditions precedent to the redemption will be satisfied or that the redemption will occur."
What the filing leaves out
The 8-K gives no cash balance, operating result or total debt figure for Bausch Health. It does not say how much debt remains after the refinancing, so the effect on leverage cannot be measured from the filing. The filing also says the new credit facilities are only "expected to consist of" the revolver and term loan described above, so their final terms were not set when the company launched syndication.
The company is incorporated in British Columbia and its principal executive offices are in Laval, Quebec, according to the 8-K cover. Jean-Jacques Charhon, Executive Vice President and Chief Financial Officer, signed the filing on March 19, 2025.