Exhibit 99.4
| |
 |
| Investor Contact: |
Media Contact: |
| Arthur Shannon |
Lainie Keller |
| arthur.shannon@bauschhealth.com |
lainie.keller@bauschhealth.com |
| (514) 856-3855 |
(908) 927-0617 |
| (877) 281-6642 (toll free) |
|
BAUSCH
HEALTH ANNOUNCES UPSIZE OF CASH TENDER OFFERS AND CONSENT SOLICITATION TO $1,500,000,000 AGGREGATE PURCHASE PRICE
LAVAL, Quebec, Feb. 22, 2019 –
Bausch Health Companies Inc. (NYSE/TSX: BHC) (“Bausch Health,” the “Company” or the “Offeror”)
announced today that it has increased the maximum aggregate purchase amount of its outstanding notes listed in the table below
(collectively, the “Notes”) that it may purchase pursuant to the previously announced cash tender offers (collectively,
the “Tender Offers,” and each offer to purchase a series of notes individually, a “Tender Offer”)
upon terms and subject to the conditions set forth in the Offers to Purchase and Consent Solicitation Statement dated Feb.
22, 2019 (the “Statement”), as supplemented by this release, and the related Letter of Transmittal and Consent. The
Company announced that it has increased the maximum aggregate purchase price of the Notes that may be purchased pursuant to the
Tender Offers from $1,250,000,000 to $1,500,000,000 (the “Aggregate Maximum Purchase Amount”) and it has increased
the maximum aggregate purchase price of the 5.50% Senior Notes due 2023 (the “5.50% Notes”) and 5.875% Senior Notes
due 2023 (the “5.875% Notes” and, together with the 5.50% Notes, the “2023 Notes”) that may be purchased
pursuant to the Tender Offers from $550,000,000 to $800,000,000 (the “Tender Cap”). The Company also announced that
the Tender Offers and the Solicitation are subject to, among other conditions, the completion of concurrent private offerings
by Bausch Health and/or its subsidiaries of at least $1,500 million aggregate principal amount of senior notes, an increase from
$1,250 million.
The Company is also soliciting
consents (the “Solicitation,” and, together with the Tender Offers, the “Tender Offers and Solicitation”)
to certain proposed amendments to the indenture governing its 5.625% Senior Notes due 2021 (the “2021 Notes”) to eliminate
substantially all of the restrictive covenants and events of default and related provisions contained in the indenture under which
the 2021 Notes were issued (the “Proposed Amendments”). No amendments to the indenture governing the 2023 Notes are
being sought. All other terms and conditions of the Tender Offers and Solicitation will remain the same.
The following table sets forth
certain terms of the Tender Offers and the Solicitation:
Issuer |
Series
of Notes |
144A
CUSIP/ISIN
Number |
Reg
S CUSIP/ISIN
Number |
Aggregate
Principal Amount Outstanding |
Tender
Cap1 |
Acceptance
Priority
Level |
Tender
Offer Consideration2 |
Applicable
Premium2 |
Total
Consideration2,3 |
| Bausch Health Companies Inc. |
5.625% Senior Notes Due 2021 |
91911K
AD4 /
US91911KAD46
|
C94143
AD3/
USC94143AD31
|
$700,000,000 |
N/A |
1 |
$971.25 |
$30.00 |
$1,001.25 |
| Bausch Health Companies Inc. |
5.50% Senior Notes Due 2023 |
91911K AE2 /
US91911KAE29 |
C94143 AE1 /
USC94143AE14 |
$1,000,000,000 |
$800,000,000
|
2 |
$970.00 |
$30.00 |
$1,000.00 |
| Bausch Health Companies Inc. |
5.875% Senior Notes Due 2023 |
91831A AB7/
US91831AAB70 |
C96729 AB1 /
US96729AB14 |
$3,250,000,000 |
2 |
$970.00 |
$30.00 |
$1,000.00 |
1 A $800,000,000 Tender
Cap applies to the aggregate purchase price of the 5.50% Notes and the 5.875% Notes.
2
Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive
of any Accrued Interest, which will be paid by the Offeror in addition to the Tender Offer Consideration or the Total Consideration,
as applicable, to, but not including, the applicable Settlement Date). References to aggregate purchase price herein exclude Accrued
Interest, if any.
3 Includes the Applicable
Premium, if any.
The Tender Offers and Solicitation will expire at 11:59 p.m., New York City time, on March 21, 2019 (such date and time
with respect to a Tender Offer and the Solicitation, as it may be extended for such Tender Offer and the Solicitation, the “Expiration
Date”). No tenders will be valid if submitted after the Expiration Date. Tendered Notes may be withdrawn from the applicable
Tender Offer and, with respect to the 2021 Notes, the related consents may be revoked at or prior to, but not after, 5:00
p.m., New York City time, on March 7, 2019 (such date and time with respect to a Tender Offer and the Solicitation, as it may
be extended for such Tender Offer and the Solicitation, the “Withdrawal Deadline”). Holders of Notes who tender their
Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes or, with respect
to the 2021 Notes, revoke their delivered consents, except for certain limited circumstances where additional withdrawal rights
are required by law. Holders may not tender their 2021 Notes without delivering their consents to the Proposed Amendments to the
indenture under which the 2021 Notes were issued and may not deliver their consents to the Proposed Amendments without tendering
their 2021 Notes pursuant to the applicable Tender Offer.
Subject to the terms and conditions
of the Tender Offers, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn)
and accepted for purchase pursuant to the Tender Offers and the Solicitation will be the tender offer consideration for the applicable
series of Notes set forth in the table above (with respect to each series of Notes, the “Tender Offer Consideration”).
Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on March
7, 2019 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the “Early Tender
Date”) and accepted for purchase pursuant to the Tender Offers and the Solicitation will receive the applicable Tender Offer
Consideration plus the early tender premium, if any, for the applicable series of Notes as set forth in the table above (with
respect to each series of Notes, the “Applicable Premium” and, together with the applicable Tender Offer Consideration,
the “Total Consideration”). Holders of Notes validly tendered after the Early Tender Date, but at or prior to the
Expiration Date, and accepted for purchase pursuant to the Tender Offers and the Solicitation will receive the applicable Tender
Offer Consideration, but not the Applicable Premium for the applicable series of Notes. No tenders will be valid if submitted
after the Expiration Date.
In addition to the Tender Offer
Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Tender Offers
and the Solicitation will, on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below),
as applicable, also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those
Notes to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable (the “Accrued Interest”).
If the Company receives valid
consents of the holders of a majority in aggregate principal amount of the outstanding 2021 Notes (the “Requisite Consents”),
the Company will execute a supplemental indenture effecting the Proposed Amendments. The Proposed Amendments will not become operative,
however, unless and until the Company accepts for purchase and pays the Total Consideration with respect to
validly tendered 2021
Notes and validly delivered consents representing a majority in aggregate principal amount of the outstanding 2021 Notes.
The Offeror reserves the right,
in its sole discretion, to increase or decrease the amount of Notes purchased in any Tender Offer at any time such that the Aggregate
Maximum Purchase Amount and the Tender Cap may be increased or decreased without extending the Early Tender Date or the Withdrawal
Deadline or otherwise reinstating withdrawal rights for any Tender Offer, subject to compliance with applicable law, which
could result in the Offeror purchasing a greater or lesser amount of Notes in the Tender Offers. If the Aggregate Maximum
Purchase Amount or the Tender Cap changes, the Offeror does not expect to extend the Withdrawal Deadline, subject to applicable
law.
The Offeror reserves the right,
in its sole discretion, at any point following the Early Tender Date and prior to the Expiration Date, to accept for purchase
any Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date (the date of such acceptance and purchase,
the “Early Settlement Date”), subject to the Aggregate Maximum Purchase Amount, the Tender Cap, the Acceptance Priority
Levels and proration as described in the Statement. The Early Settlement Date will be determined at the Offeror’s option,
assuming the conditions to the Tender Offers and the Solicitation have been either satisfied or waived by the Offeror
at or prior to the Early Settlement Date. If the Offeror elects to have an Early Settlement Date, it will accept Notes validly
tendered at or prior to the Early Tender Date, subject to the Aggregate Maximum Purchase Amount, the Tender Cap, the Acceptance
Priority Levels and proration as described in the Statement. Irrespective of whether the Offeror chooses to exercise its option
to have an Early Settlement Date, it will purchase any remaining Notes that have been validly tendered at or prior to the Expiration
Date and accepted for purchase, subject to all conditions to the Tender Offers and the Solicitation having been either satisfied
or waived by the Offeror, promptly following the Expiration Date (the date of such acceptance and purchase, the “Final Settlement
Date”; the Final Settlement Date and the Early Settlement Date each being a “Settlement Date”), subject to the
Aggregate Maximum Purchase Amount, the Tender Cap, the Acceptance Priority Levels and proration as described in the Statement.
The Final Settlement Date is expected to occur on the second business day following the Expiration Date, assuming the conditions
to the Tender Offers and the Solicitation have been either satisfied or waived by the Offeror at or prior to the Expiration
Date and Notes having an aggregate purchase price (exclusive of Accrued Interest) equal to the Aggregate Maximum Purchase Amount
are not purchased on the Early Settlement Date.
Subject to the Aggregate Maximum
Purchase Amount, the Tender Cap, the Acceptance Priority Levels and proration as described in the Statement, all Notes validly
tendered at or prior to the Early Tender Date having the highest Acceptance Priority Level will be accepted for purchase before
any Notes validly tendered at or prior to the Early Tender Date having the lowest Acceptance Priority Level are accepted for purchase,
and all Notes validly tendered after the Early Tender Date having the highest Acceptance Priority Level will be accepted for purchase
before any Notes validly tendered after the Early Tender Date having the lowest Acceptance Priority Level are accepted for purchase.
However, even if the Tender Offers are not fully subscribed as of the Early Tender Date, subject to the Aggregate Maximum Purchase
Amount and the Tender Cap, Notes validly tendered at or prior to the Early Tender Date will be accepted for purchase before any
Notes validly tendered after the Early Tender Date are accepted for purchase, even if such Notes validly tendered after the Early
Tender Date have the highest Acceptance Priority Level than Notes validly tendered at or prior to the Early Tender Date. Therefore,
if the aggregate purchase price of Notes validly tendered at or prior to the Early Tender Date equals or exceeds the Aggregate
Maximum Purchase Amount, the Offeror will not accept for purchase any Notes tendered after the Early Tender Date, and if the aggregate
purchase price of 2023 Notes validly tendered at or prior to the Early Tender Date equals or exceeds the Tender Cap, the Offeror
will not
accept for purchase 2023 Notes tendered after the Early Tender Date, in each case unless the Offeror increases the Tender
Cap and/or Aggregate Maximum Purchase Amount. Additional information about the application of the Aggregate Maximum Purchase Amount,
Acceptance Priority Levels, Tender Cap and proration is set forth in the Statement.
The Tender Offers are not conditioned
upon a minimum amount of Notes of any series, or a minimum amount of Notes of all series, being tendered. However, the Tender
Offers and the Solicitation are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described
in the Statement, including completion of concurrent private offerings by Bausch Health and/or its subsidiaries of at least $1,500
million aggregate principal amount of senior notes to finance the payment of the Tender Offer Consideration and the Total Consideration.
While none of the Tender Offers are subject to receipt of the Requisite Consents, the Solicitation is conditioned on receipt of
the Requisite Consents.
If, following the consummation
of the Tender Offers and the Solicitation, any 2021 Notes remain outstanding, the Offeror intends to promptly redeem such 2021
Notes in accordance with terms of the 2021 Notes and the indenture under which the 2021 Notes were issued. In addition, if the
aggregate purchase price of 2023 Notes validly tendered by the Expiration Date and accepted for purchase does not exceed the Tender
Cap, the Offeror intends to retire or repay existing debt in a purchase price equal to the excess of the Tender Cap over the aggregate
purchase price of 2023 Notes validly tendered and accepted for purchase in the Tender Offers.
J.P. Morgan is acting as the dealer
manager and solicitation agent in the Tender Offers and Solicitation. Global Bondholder Services Corporation has been retained
to serve as both the depositary and the information agent for the Tender Offers and Solicitation. Persons with questions regarding
the Tender Offers and Solicitation should contact J.P. Morgan Securities LLC at (collect) (212) 834-3260 or (toll free) (866)
834-4666. Requests for copies of the Statement, the related Letter of Transmittal and Consent and other related materials should
be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774.
None of the Offeror, its board
of directors or officers, the dealer managers and solicitation agents, the depositary, the information agent or the trustee with
respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering
all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation.
Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender.
The Tender Offers and Solicitation are made only by the Statement and related Letter of Transmittal and Consent. This news release
is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers nor a solicitation of consents
with respect to the Notes or any other securities. The Tender Offers and the Solicitation are not being made to holders of Notes
in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. In any jurisdiction in which the Tender Offers and the Solicitation are required to be made by a licensed
broker or dealer, the Tender Offers and the Solicitation will be deemed to be made on behalf of the Offeror by the dealer manager
and solicitation agent or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Any securities issued pursuant
to the financing transactions described above 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. Such securities 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.
This news 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 that may be issued pursuant to the financing transactions described above.
Further, nothing contained herein shall constitute a notice of redemption of the Notes.
About Bausch Health
Bausch Health Companies Inc. (NYSE/TSX:
BHC) is a global company whose mission is to improve people's lives with our health care products. We develop, manufacture and
market a range of pharmaceutical, medical device and over-the-counter products, primarily in the therapeutic areas of eye health,
gastroenterology and dermatology. We are delivering on our commitments as we build an innovative company dedicated to advancing
global health.
Caution Regarding Forward-Looking
Information and “Safe Harbor” Statement
This news release may contain
forward-looking statements, including, but not limited to, the Tender Offers, the Solicitation, the details thereof and other
expected effects of the Tender Offers or the Solicitation and the proposed concurrent private offerings of senior notes and the
use of proceeds therefrom. Forward-looking statements may generally be identified by the use of the words “anticipates,”
“expects,” “intends,” “plans,” “should,” “could,” “would,”
“may,” “will,” “believes,” “estimates,” “potential,” “target,”
or “continue” and variations or similar expressions. 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 aggregate
amount of notes tendered (which could lead to retirement or repayment of other existing debt), the successful pricing and closing
of the senior notes and risks and uncertainties discussed in the Company's most recent annual report and detailed from time to
time in Bausch Health’s other filings with the 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. Bausch Health undertakes no obligation to 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.
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