Bausch Health’s crossborder liability management initiatives following IPO of Bausch + Lomb

On September 30, 2022, Bausch Health Companies Inc. (BHCI) completed its multi-pronged debt financing and liability management transactions that followed the initial public offering (IPO) of its subsidiary Bausch + Lomb Corporation (B+L) on the TSX and NYSE in May 2022. Norton Rose Fulbright acted as counsel to BHCI.

The team advised BHCI on its US$5.6 billion multi-tranche cross-border exchange offer and consent solicitation pursuant to which outstanding BHCI debt securities were exchanged for US$3.125 billion of new secured notes of three tranches with maturities ranging from 2028 to 2030, and the related solicitations of consents in respect of the indentures governing several series of outstanding BHCI notes. Among the notes issued was US$999 million aggregate principal amount of the new 9.00 percent Senior Secured Notes due 2028 issued by an unrestricted subsidiary of BHCI that holds 38.6 percent of the issued and outstanding common shares of B+L.

This transaction followed BHCI’s earlier refinancing of BHCI’s 6.125 percent notes due 2025, the refinancing of BHCI’s senior secured credit facilities and entry into of B+L’s inaugural credit agreement at the closing of the IPO.  Norton Rose Fulbright also acted for BHCI and B+L on these financing initiatives.

Norton Rose Fulbright team included Peter Wiazowski, Derek Chiasson, Christopher Horte, Heidi Reinhart, Thomas Nichols, Pierre-François Tétreault, Emile Berzghal, Stefanie Thibert and Chen Li.

White + Case acted as US counsel to BHCI. Cahill Gordon acted as US counsel to Houlihan Lokey, as dealer-manager, on the exchange offers. Blakes acted as Canadian counsel to dealer-manager on the exchange offers. Akin Gump acted as US counsel to certain supporting noteholders on the exchange offer