8-K

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

March 25, 2025

Date of report (Date of earliest event reported)

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)			(Commission file number)	(IRS Employer Identification No.)

2150 St. Elzéar Blvd. West, Laval, Québec, Canada H7L 4A8

(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:

☐          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

Secured Notes Offering

On March 25, 2025 Bausch Health Companies Inc. (the “Company”) issued a press release announcing the pricing of its previously announced private offering (the “Offering”) of $4.4 billion aggregate principal amount of 10.000% senior secured notes due 2032 (the “Notes”) through its indirect wholly-owned subsidiary, 1261229 B.C. Ltd. (the “Issuer”), a company incorporated under the laws of British Columbia, Canada. The Offering was upsized from an initial offering size of $4.0 billion.

The Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act that are also qualified purchasers within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act.

The Company intends to use the net proceeds of the Offering, together with proceeds from its New Term Loan Facility (as defined below) (i) to repay in full and terminate the Company’s existing credit agreement, (ii) to redeem all of its 5.500% Senior Secured Notes due 2025, 9.000% Senior Notes due 2025, 6.125% Senior Secured Notes due 2027, 5.750% Senior Secured Notes due 2027 and its indirect subsidiary’s 9.000% Senior Secured Notes due 2028 (collectively, the “Existing Notes”), (iii) to pay related fees, premiums and expenses and (iv) for general corporate purposes. The Offering is expected to close on April 8, 2025, subject to customary closing conditions.

The Company also issued a press release under Rule 135c under the Securities Act relating to the Offering, a copy of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, and is 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 any securities, or an offer to purchase, or a solicitation of an offer to sell any 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. 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.

Senior Secured Credit Facilities

As previously announced, the Company, through the Issuer, is also seeking to enter into new senior secured credit facilities (the “New Senior Secured Credit Facilities”). The Company has received commitments for $500 million under a new 5-year senior secured revolving credit facility (the “New Revolving Facility”) under the New Senior Secured Credit Facilities. The New Senior Secured Credit Facilities will also consist of a $3.0 billion 5.5-year senior secured term loan B facility (the “New Term Loan Facility”). The New Senior Secured Credit Facilities are expected to close on April 8, 2025, subject to customary closing conditions.

Redemption of Existing Notes

Additionally, on March 21, 2025, the Company or a subsidiary of the Company, as applicable, delivered a notice of conditional redemption for all of the Existing Notes at the redemption prices specified in the applicable indentures, plus accrued and unpaid interest, if any, to, but not including, the redemption date of the applicable series of Existing Notes (each, a “Redemption Date”). The obligation to redeem the Existing Notes is conditioned upon the consummation of certain financing transactions acceptable to the Company on or before each applicable Redemption Date (which Redemption Date could be delayed in the Company’s sole discretion if this condition is not satisfied pursuant to the terms of the applicable indentures).

On the closing date of the Offering and the New Senior Secured Credit Facilities, the Company or a subsidiary of the Company, as applicable, intends to discharge the applicable indentures governing each of the Existing Notes to the extent any such Existing Notes are not redeemed on such closing date.

This Current Report on Form 8-K does not constitute a notice of redemption of the Existing Notes. There can be no assurances that the conditions precedent to the redemption will be satisfied or that the redemption will occur.

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 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1*	Pricing Press Release dated March 25, 2025
101.SCH*	XBRL Taxonomy Extension Schema Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

____________________________________

* Filed herewith.

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.

Date: March 25, 2025

	BAUSCH HEALTH COMPANIES INC.
By:	/s/ JEAN-JACQUES CHARHON
	Jean-Jacques Charhon
	Executive Vice President, Chief Financial Officer
	(Principal Financial Officer)

Document

Exhibit 99.1

Investor Contact:	Media Contact:
Garen Sarafian	Katie Savastano
ir@bauschhealth.com	corporate.communications@bauschhealth.com
(877) 281-6642 (toll free)	(908) 541-3785

Bausch Health Announces Pricing of Upsized Private Offering of Senior Secured Notes

LAVAL, QC, March 25, 2025 — Bausch Health Companies Inc. (NYSE: BHC)(TSX: BHC) (the “Company” or “Bausch Health”) today announced that it has priced its previously announced offering (the “Offering”) of $4.4 billion aggregate principal amount of 10.000% senior secured notes due 2032 (the “Notes”) through its indirect wholly-owned subsidiary, 1261229 B.C. Ltd. (the “Issuer”), a company incorporated under the laws of British Columbia, Canada (the “Issuer”) that, at the closing of the transactions will be a non-guarantor restricted subsidiary under the indentures that govern the Company’s existing senior notes. The Offering was upsized from an initial offering size of $4.0 billion aggregate principal amount. The Offering is expected to close on April 8, 2025, subject to the satisfaction of customary closing conditions.

As previously announced, the Company, through the Issuer, is also seeking to enter into new senior secured credit facilities that are expected to consist of (i) a $500 million 5-year senior secured revolving credit facility (the “New Revolving Facility”) and (ii) a $3.0 billion 5.5-year senior secured term loan B facility (the “New Term Loan Facility” and, together with the New Revolving Facility, the “New Senior Secured Credit Facilities”). The size of the New Term Loan Facility was reduced from $3.4 billion to $3.0 billion. The New Senior Secured Credit Facilities are expected to be entered into concurrently with the closing of the Offering.

The Company intends to use the proceeds from the Offering, together with the borrowings under the New Term Loan Facility, (i) to repay in full and terminate the Company’s existing credit agreement, (ii) to redeem all of its 5.500% Senior Secured Notes due 2025, 9.000% Senior Notes due 2025, 6.125% Senior Secured Notes due 2027, 5.750% Senior Secured Notes due 2027 and its indirect subsidiary’s 9.000% Senior Secured Notes due 2028 (collectively, the “Existing Notes”), (iii) to pay related fees, premiums and expenses and (iv) for general corporate purposes.

The Notes will be (i) secured, subject to customary limitations, by a first priority lien on substantially all assets of the Issuer, including a pledge of its 52.5% equity interest in Bausch + Lomb and (ii) guaranteed by (x) the Company and subsidiaries of the Company that guarantee the Company’s existing senior notes, with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that will rank pari passu with the liens securing the Company’s existing first-lien senior secured notes and the New Senior Secured Credit Facilities and (y) certain subsidiaries of the Company that do not guarantee the Company’s existing senior notes, with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that will rank pari passu with the liens securing the New Senior Secured Credit Facilities.

The redemption of the Existing Notes is conditioned upon the closing of debt financing transactions satisfactory to the Company prior to the applicable redemption dates (which redemption dates may be delayed in the Company’s sole discretion if this condition is not satisfied, pursuant to the terms of the indentures governing the Existing Notes). The Company expects to satisfy this condition with the

completion of the Offering and the closing of the New Senior Secured Credit Facilities. The Company intends to discharge the applicable indentures governing each of the Existing Notes to the extent any such Existing Notes are not redeemed on the closing date of the Offering and the New Senior Secured Credit Facilities. This announcement does not constitute an offer to purchase or the solicitation of an offer to sell the Existing Notes.

The Notes will not be registered under the Securities Act of 1933, as amended (the “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 that are also qualified purchasers within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, and to non-U.S. persons outside of the United States 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 press 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 Health

Bausch Health Companies Inc. (NYSE:BHC)(TSX:BHC) is a global, diversified pharmaceutical company enriching lives through our relentless drive to deliver better health care outcomes. We develop, manufacture and market a range of products primarily in gastroenterology, hepatology, neurology, dermatology, dentistry, aesthetics, international pharmaceuticals and eye health, through our controlling interest in Bausch + Lomb Corporation. Our ambition is to be a globally integrated healthcare company, trusted and valued by patients, HCPs, employees and investors.

Forward-Looking Statements About Bausch Health

This news release may contain forward-looking statements within the meaning of applicable securities laws, including the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by the use of the words "will," "anticipates," "hopes," "expects," "intends," "plans," "should," "could," "would," "may," "believes," "subject to" and variations or similar expressions. These statements are neither historical facts nor assurances of future performance, 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. In particular, the Company can offer no assurance that the separation (including a potential sale of Bausch + Lomb) will occur on terms or timelines acceptable to the Company or at all, or as to the ultimate composition of any near-term financing activities, including the proposed use of proceeds therefrom, whether the conditions precedent to the redemption of the Existing Notes will occur, or as to the Offering, and our ability to close such Offering, the entry into the New Senior Secured Credit Facilities, and details thereof. 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 and quarterly reports 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. 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. The Company undertakes no obligation to update any of these forward-looking statements to

reflect events, information or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.