Bausch Health Companies Inc 8-K, filed Jan 13, 2022
Bausch Health Companies Inc. (BHC)
8-K
2022-01-13
For: 2022-01-13
View Original
Added on
April 10, 2026
About this 8-K
Bausch Health Companies Inc filed this 8-K on January 13, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
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 earliest event reported)
(Exact name of registrant as specified in its charter)
| , | |||||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission file number) | (IRS Employer Identification No.) | |||||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(514 ) 744-6792
(Registrant's telephone number, including area code)
N/A
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
| 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 Corporation Public Filing of Registration Statement on Form S-1
On January 13, 2022, Bausch Health Companies Inc. (the “Company”) issued a press release announcing that, in connection with its previously announced intention to separate its eye health business, its wholly owned subsidiary, Bausch + Lomb Corporation (“Bausch + Lomb”), has publicly filed a registration statement on Form S-1 (the “Form S-1”) with the U.S. Securities and Exchange Commission and a preliminary long form base PREP prospectus with the securities regulatory authorities in each of the provinces and territories of Canada (other than Quebec) relating to a proposed initial public offering (“IPO”) of Bausch + Lomb’s common shares (the “Common Shares”) concurrently in the United States and Canada.
The foregoing is qualified by reference to the press release that is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The Form S-1 includes certain information relating to the anticipated terms of the transactions by which the Company currently expects to transfer all of its remaining indirect equity interest in Bausch + Lomb to its shareholders. This transfer is currently expected to be effected pursuant to the public company “butterfly reorganization” rules in Section 55 of the Income Tax Act (Canada) by way of an arrangement under applicable corporate law (the “Arrangement”). The Company currently expects the Arrangement to be implemented in accordance with the terms and subject to the conditions set out in the plan of arrangement appended to an Arrangement Agreement that is intended to be entered into prior to the closing of the offering described in the Form S-1 between, among others, the Company and Bausch + Lomb (the “Arrangement Agreement”).
The Arrangement Agreement is expected to set out certain representations, warranties, covenants and indemnities of the parties, as well as certain conditions precedent which must be satisfied or waived in order for the Arrangement to be completed, together with certain rights of termination. Certain material terms of the proposed Arrangement Agreement are described below and in the Form S-1. These descriptions of the Arrangement Agreement and the Arrangement are summaries of certain expected terms of the Arrangement Agreement and Arrangement only. They may not contain all of the information about the Arrangement Agreement or the Arrangement, and the Arrangement Agreement is subject to further change prior to its execution, and it may thereafter be amended, modified and/or restated in accordance with its terms and no reliance should be placed on them for any purpose. A copy of the executed Arrangement Agreement, which will append the current plan of arrangement that is expected to implement the Arrangement, will be filed with the Securities and Exchange Commission and on the Company’s profile on SEDAR at www.sedar.com following its execution, and will also be filed as an exhibit to the Form S-1.
Among other things, the Arrangement Agreement contains certain covenants to support the treatment of the Arrangement as a “butterfly reorganization” pursuant to Section 55 of the Tax Act, with no material Canadian federal income tax payable by the Company or its shareholders, and Bausch + Lomb and its shareholders. These tax covenants are described in more detail in the Form S-1, but they may restrict the Company from taking certain actions that it might otherwise choose to take following the effective date of the Arrangement. Generally, the Arrangement Agreement provides that the Company and Bausch + Lomb will each indemnify, defend and hold harmless the other and that other party’s subsidiaries and their respective officers, employees and agents from and against any and all losses relating to, arising out of or resulting from, directly or indirectly, a breach of their respective tax-related covenants in the Arrangement Agreement.
The Company will have no obligation to complete the Arrangement, and it will have the ability to unilaterally terminate the Arrangement Agreement in its sole discretion at any time before the Arrangement is implemented. The completion of the Arrangement is expected to be subject to a number of conditions precedent, many of which will be outside the control of the Company and/or Bausch + Lomb. These conditions precedent are expected to include, but are not limited to the following: receipt of any necessary regulatory or other approvals, existence of satisfactory market conditions, and. in the case of a tax-free transaction (such as the intended Arrangement), an opinion of counsel and the tax ruling requested from the Canada Revenue Agency confirming the tax-free treatment of the transaction to the Company and Bausch + Lomb, and their respective shareholders and receipt by the Company’s board of directors of one or more opinions from an independent appraisal firm confirming the solvency and financial viability of the Company prior to the Arrangement and of the Company and Bausch + Lomb after consummation of the Arrangement and the other applicable that are set out in the Form S-1. Completion of any plan of arrangement under applicable corporate law would also be subject to approvals, including by receipt of applicable shareholder approvals and receipt of and compliance with the interim and final orders from the British Columbia Supreme Court. At the hearing for the final order under any plan of arrangement, the British Columbia Supreme Court will consider whether to approve the Arrangement based on the applicable legal requirements and the evidence before the Court as to, among other things, whether the plan of arrangement is fair and reasonable. Other conditions precedent which are outside the control of the Company include, without limitation, approvals of the NYSE and the TSX. There can be no certainty, nor can the Company provide any assurance,
that all conditions precedent to the Arrangement, whether under the Arrangement Agreement or otherwise, will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived.
The Company’s shareholders are expected to have an opportunity to consider and approve the Arrangement at a meeting of shareholders to be called in due course.
The information in this Item 7.01, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”).
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 these securities, 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. These securities will not be sold in the United States other than pursuant to an effective registration statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
104* | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
____________________________________
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 13, 2022
| BAUSCH HEALTH COMPANIES INC. | |||||
| By: | /s/ Sam Eldessouky | ||||
Name: Sam Eldessouky | |||||
| Title: Executive Vice President, Chief Financial Officer | |||||
Exhibit 99.1
| Investor Contact: | Media Contact: | ||||
| Arthur Shannon | Lainie Keller | ||||
| arthur.shannon@bauschhealth.com | lainie.keller@bauschhealth.com | ||||
| (514) 856-3855 | (908) 927-1198 | ||||
| (877) 281-6642 (toll free) | |||||
BAUSCH + LOMB CORPORATION FILES REGISTRATION STATEMENT AND PRELIMINARY PROSPECTUS FOR PROPOSED INITIAL PUBLIC OFFERING
LAVAL, Quebec and VAUGHAN, Ontario, Jan. 13, 2022 — Bausch Health Companies Inc. (NYSE/TSX: BHC) (“Bausch Health”) announced today that, in connection with its previously announced intention to separate its eye health business, its wholly owned subsidiary, Bausch + Lomb Corporation (“Bausch + Lomb”), has publicly filed a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) and a preliminary base post-receipt pricing procedure (“PREP”) prospectus with the securities regulatory authorities in each of the provinces and territories of Canada (other than Quebec) (“Canadian Regulators”) relating to a proposed initial public offering (“IPO”) of Bausch + Lomb’s common shares concurrently in the United States and Canada. All of the shares being offered will be sold by a wholly owned subsidiary of Bausch Health. The number of common shares to be offered and the price range for the IPO have not yet been determined.
Morgan Stanley and Goldman Sachs & Co. LLC are acting as joint lead book-running managers for the IPO. J.P. Morgan, Citigroup, Barclays, BofA Securities, Guggenheim Securities, Jefferies, Evercore ISI, Wells Fargo Securities and Deustche Bank Securities are acting as joint book-running managers for the IPO, and DNB Markets, HSBC and Truist Securities are acting as co-managers for the IPO.
The IPO will be made only by means of a prospectus. Copies of the prospectus and the preliminary base PREP prospectus, when available, may be obtained from Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, N.Y. 10014 or Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, N.Y. 10282, by telephone at (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com.
The Registration Statement relating to the proposed offering has been filed with the SEC but has not yet become effective. The preliminary base PREP prospectus contains important information relating to the common shares and remains subject to completion or amendment. The common shares may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective, and a receipt for the final long form base PREP prospectus has been issued by the Canadian Regulators.
This news release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended and otherwise in accordance with applicable securities laws in any other jurisdiction. The IPO is subject to market conditions, and there can be no assurance as to whether or when the IPO may be completed, or as to the actual size or terms of the IPO.
About Bausch + Lomb
Bausch + Lomb, a leading global eye health business of Bausch Health Companies, Inc., is dedicated to protecting and enhancing the gift of sight for millions of people around the world – from the moment of birth through every phase of life. Its comprehensive portfolio of more than 400 products includes
1 | Page
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 more than 12,000 employees and a presence in nearly 100 countries. Bausch + Lomb is headquartered in Vaughan, Ontario with corporate offices in Bridgewater, New Jersey.
About Bausch Health
Bausch Health Companies Inc. (NYSE/TSX: BHC) (“Bausch Health”) is a global company whose mission is to improve people’s lives with our health care products. Bausch Health develops, manufactures and markets a range of pharmaceutical, medical device and over-the-counter products, primarily in the therapeutic areas of eye health, gastroenterology and dermatology. Bausch Health is delivering on its commitments as it builds an innovative company dedicated to advancing global health.
Forward-looking Statements
This news release may contain forward-looking statements about a potential IPO or transaction involving Bausch + Lomb, which may generally be identified by the use of the words “anticipates,” “hopes,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions, including statements about the timing of completion of the IPO, the pricing of the common shares to be issued pursuant to the IPO and the subsequent distribution of Bausch + Lomb shares to Bausch Health’s shareholders (including the anticipated means of effecting the distribution and the opportunity for Bausch Health shareholders to consider it). 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 identified in the prospectus relating to the IPO; risks relating to the transaction not being timely completed, if completed at all, including due to unfavorable market or other conditions or factors; risks related to the receipt of (or failure to receive) the regulatory approvals required in connection with the transaction and the timing of receipt of such approvals; the possibility that the other approvals for or conditions to the transaction are not received or satisfied on a timely basis or at all; changes in the anticipated timing for closing the transaction; business disruption during the pendency of or following the transaction; diversion of management time on transaction-related issues; the ability to retain Bausch + Lomb management team members; risks related to the reaction of customers and other parties to such transaction; the impact of such transaction on relationships with customers, suppliers, employees and other business counterparties; the risk that the proposed distribution of Bausch + Lomb common shares to Bausch Health’s shareholders does not occur in the manner or on the timelines anticipated or at all; and other events that could adversely impact the completion of the transaction, including industry or economic conditions outside of Bausch Health’s control. In particular, Bausch Health can offer no assurance that any IPO or distribution will occur at all, or that any such transaction or transactions will occur on the timelines, in the manner or on the terms anticipated by Bausch Health. In addition, actual results are subject to other risks and uncertainties that relate more broadly to Bausch Health’s overall business, including those more fully described in Bausch Health’s most recent annual report on Form 10-K and detailed from time to time in Bausch Health’s other filings with the U.S. Securities and Exchange Commission and the Canadian securities administrators, which factors are incorporated herein by reference. They also include, but are not limited to, risks and uncertainties caused by or relating to the COVID-19 pandemic, including a possible resurgence of the virus and variant strains thereof and its impact on access to health care products and services, the availability and use of effective vaccines, the imposition of new social restrictions, disruptions in Bausch Health’s supply chain and distribution channels or the ongoing macroeconomic and health care recovery from the impacts of the COVID-19 pandemic.
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 Health undertakes no obligation to
2 | Page
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.
###
3 | Page