Item 1.01. Entry into a Material Definitive Agreement.
Senior Notes Offering
On
The Notes were offered in
The proceeds of the Notes offering, along with cash on hand, will be used to (i) fund the Company's previously announced redemption of its existing 6.500% Senior Secured Notes due 2022, (ii) fund the prepayment of the mandatory amortization for 2022 under the Company's existing term loans and (iii) pay related fees, premiums and expenses.
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 unsecured 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 (together, the "Note Guarantors").
Ranking
The Notes and the guarantees related thereto will be:
• senior unsecured obligations of the Company and the Note Guarantors, as applicable; • pari passu in right of payment with all existing and future unsubordinated indebtedness of the Company and the applicable Note Guarantor; • senior in right of payment to all existing and future indebtedness of the Company and the applicable Note Guarantor that expressly provides for its subordination to the Notes or the applicable guarantee; • structurally subordinated to all existing and future indebtedness and other liabilities of the Company's subsidiaries that do not guarantee the Notes to the extent of the value of such subsidiaries' assets; and • effectively subordinated to all existing and future secured indebtedness of the Company or the applicable Note Guarantor, including the Credit Agreement and the Existing Senior Secured Notes, to the extent of the value of the assets securing such indebtedness.
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 the Notes plus accrued and unpaid interest to, but excluding, the purchase date applicable to the Notes.
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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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Indenture, dated as ofMay 26, 2020 , by and amongBausch Health Companies Inc. , the guarantors party thereto andThe Bank of New York Mellon , as trustee. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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