Bausch Health Companies Inc. 8-K

What Happened

• Bausch Health Companies Inc. and its indirect wholly owned subsidiary 1261229 B.C. Ltd. completed exchange offers (per a Nov 24, 2025 Exchange Offer Memorandum) to swap outstanding 4.875% and 11.00% Senior Secured Notes due 2028 for new 10.00% Senior Secured Notes due 2032.
• The Issuer issued $1.6 billion aggregate principal amount of New Notes on the Settlement Date (as documented in a Second Supplemental Indenture dated December 26, 2025). The New Notes form a single, fungible series with the Issuer’s existing $4.4 billion of 10.00% Senior Secured Notes due 2032 (the “Existing Numberco Notes”).

Key Details

• Amount issued: $1.6 billion of New 10.00% Senior Secured Notes due 2032.
• Interest accrual: New Notes accrue interest from October 15, 2025.
• Security: The notes are secured by a first-priority lien on substantially all assets of the Issuer and guarantors, including a pledge of the Issuer’s equity in Bausch + Lomb. After issuance, the Issuer holds 211,963,893 common shares of Bausch + Lomb (about 60% of outstanding shares) pledged as collateral (an additional 26,495,472 shares were transferred and pledged at issuance).
• Registration and trading: The New Notes are unregistered under the Securities Act and were issued under Rule 144A and Regulation S; Reg S notes have separate CUSIP/ISIN identifiers for at least a 40-day restricted period before matching the Existing Notes’ identifiers.

Why It Matters

• This transaction extends the company’s secured debt maturity profile from 2028 to 2032 and increases the amount of 10.00% secured notes outstanding (now fungible with an existing $4.4B series), changing Bausch Health’s near-term debt obligations.
• The notes are secured by a pledged majority stake in Bausch + Lomb (~60%), which is material collateral supporting these obligations and could affect recovery priorities for creditors relative to other stakeholders.
• Because the New Notes are not registered, secondary market liquidity will be limited to exempt trading channels (Rule 144A / Reg S), which matters for investors who trade debt securities.