Bausch Health Announces Early Exchange Offer Results for Exchange Offers

Rhea-AI Summary

Bausch Health (NYSE:BHC) announced early results of exchange offers to swap its outstanding 4.875% and 11.00% senior secured notes due 2028 for up to $1.6 billion aggregate principal of new 10.00% senior secured notes due 2032 issued by subsidiary 1261229 B.C. Ltd.

As of 5:00 p.m. ET on December 8, 2025, holders validly tendered $2,690,016,000 of existing notes, and the company expects to issue approximately $1,600 million of New Notes after applying the Maximum Notes Amount and proration. The Withdrawal Deadline passed on December 8; the Offers expire at 5:00 p.m. ET on December 23, 2025, with settlement expected within three business days after expiration.

Positive

• Aggregate tenders of $2.690B indicate strong participation
• Expected issuance of approximately $1.6B New Notes
• New Notes carry a fixed 10.00% coupon to 2032

Negative

• Tenders exceed cap: $2.69B tendered vs $1.6B maximum
• Proration will limit accepted tenders and allocation certainty
• Withdrawal rights expired on Dec 8, 2025, making tenders final

Key Figures

Maximum Notes Amount $1.6 billion Aggregate principal of new 10.00% Senior Secured Notes due 2032 offered

Existing Notes Tendered $2,690,016,000 Aggregate principal of senior secured notes validly tendered by Early Tender Time

11.00% Notes Outstanding $1,774,067,000 Principal amount of 11.00% Senior Secured Notes due 2028 outstanding pre-offer

11.00% Notes Tendered $1,519,477,000 Principal amount of 11.00% Senior Secured Notes due 2028 tendered

4.875% Notes Outstanding $1,600,000,000 Principal amount of 4.875% Senior Secured Notes due 2028 outstanding pre-offer

4.875% Notes Tendered $1,170,539,000 Principal amount of 4.875% Senior Secured Notes due 2028 tendered

New Notes Coupon 10.00% Interest rate on new Senior Secured Notes due 2032

Expected New Notes Issued $1,600 million Expected aggregate principal of New Notes to be issued in the offers

Market Reality Check

$6.82 Last Close

Volume Volume 1,835,268 shares is below the 20-day average of 3,057,649, indicating muted trading versus recent norms. low

Technical Shares at $6.82 are trading above the $6.25 200-day moving average and about 21.47% below the 52-week high.

Peers on Argus

BHC fell 1.59% while key peers were mixed: SUPN rose 1.81%, whereas INDV, AMRX, HCM, and ALVO declined between 0.18% and 2.97%, suggesting a stock-specific backdrop rather than a unified sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 01	Acquisition announcement	Positive	+11.0%	Solta Medical acquired longtime China distribution partner to deepen local presence.
Nov 24	Debt exchange launch	Positive	+1.3%	Launched offers to exchange 2028 senior secured notes for new 2032 notes.
Nov 18	Conference participation	Neutral	+0.8%	CFO scheduled for fireside chat at healthcare investor conference.
Nov 05	Geographic expansion	Positive	+0.6%	OraPharma expanded Arestin availability into Canada and Puerto Rico.
Oct 29	Earnings results	Positive	-4.7%	Q3 revenue and EBITDA grew and guidance was raised, but shares declined.

Pattern Detected

Recent company-specific announcements (acquisitions, product expansions, note exchange launch) often coincided with positive one-day price reactions, while the Q3 earnings release with raised guidance saw a negative reaction, indicating occasional sell-the-news behavior on results.

Recent Company History

Over the last few months, Bausch Health reported stronger Q3 2025 results with revenue of $2.68 billion, higher operating income, and raised full‑year guidance, yet shares fell about 4.68% the next day. Subsequent strategic updates — including the launch of senior secured note exchange offers for up to $1.6 billion, international expansion of OraPharma’s Arestin, and Solta Medical’s acquisition of the Shibo group in China — were followed by modest to strong gains, highlighted by an 11.02% move after the Solta deal. Today’s exchange-offer progress update fits into this ongoing balance-sheet and growth repositioning narrative.

Market Pulse Summary

This announcement updates progress on Bausch Health’s exchange offers, with about $2.69 billion of 2028 senior secured notes tendered against a maximum of $1.6 billion in new 10.00% notes due 2032. It follows the November launch of the offers and the company’s Q3 2025 refinancing activity. Investors may monitor final exchanged amounts, the mix between the 11.00% and 4.875% tranches, and future filings that clarify how these exchanges interact with the broader debt stack.

Key Terms

senior secured notes financial

"the Company's outstanding 4.875% Senior Secured Notes due 2028 (the "4.875% Notes") and 11.00% Senior Secured Notes due 2028"

Senior secured notes are a type of loan that a company borrows by issuing bonds, which are like IOUs. They are called "secured" because the company promises to give lenders specific assets, like property or equipment, if it can't pay back the loan. This makes them safer for investors and often means the company pays lower interest rates.

exchange offer memorandum financial

"pursuant to the terms described in a confidential exchange offer memorandum dated November 24, 2025"

A document that outlines the terms and conditions when a company asks current security holders to swap their existing bonds or shares for new ones. It explains what is being offered, who is eligible, the exchange ratio, risks, tax and payment timing — like a clear contract or recipe that shows what you give up and what you get back. Investors use it to judge whether the swap preserves value, changes claims on the company, or alters risk.

qualified institutional buyers regulatory

"reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act)"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

"qualified institutional buyers" (as defined in Rule 144A under the Securities Act)"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"persons other than "U.S. persons" (as defined in Regulation S under the Securities Act)"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

section 4(a)(2) regulatory

"offered in the United States in a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

transaction support agreement financial

"subject to the terms of a transaction support agreement, dated November 24, 2025"

A transaction support agreement is a contract among the parties involved in a pending deal that spells out who must do what, who bears which risks, and how any problems discovered before or after closing will be handled. Think of it as a moving checklist and shared rulebook that helps the deal finish smoothly. Investors care because its terms affect the likelihood and timing of closing, potential costs or liabilities after the deal, and the value or dilution of their holdings.

prospectus requirements regulatory

"on a basis, which is exempt from the prospectus requirements of such securities laws"

Prospectus requirements are the legal rules that specify what information a company must disclose when offering securities, such as a public share or bond sale. They ensure investors get a clear “product label” showing a company’s business, finances, risks and how the offering will be used, so buyers can compare options and make informed decisions; missing or misleading disclosures can delay deals and create legal and financial risk.

AI-generated analysis. Not financial advice.

LAVAL, QC / ACCESS Newswire / December 8, 2025 / Bausch Health Companies Inc. (NYSE:BHC)(TSX:BHC) (the "Company") announced today the results to date of its previously announced offers to exchange the Company's outstanding 4.875% Senior Secured Notes due 2028 (the "4.875% Notes") and 11.00% Senior Secured Notes due 2028 (the "11.00% Notes" and together with the 4.875% Notes, the "Existing Senior Secured Notes") for up to $1.6 billion aggregate principal amount (the "Maximum Notes Amount") of new 10.00% Senior Secured Notes due 2032 (the "New Notes" and, such offers, the "Offers") to be issued by the Company's indirect wholly-owned subsidiary 1261229 B.C. Ltd. (together with the Company, the "Offerors"), in each case, pursuant to the terms described in a confidential exchange offer memorandum dated November 24, 2025 (the "Exchange Offer Memorandum"). All terms and conditions of the Offers remain unchanged as set forth in the Exchange Offer Memorandum.

As reported by D.F. King & Co., Inc., the exchange agent and information agent for the Offers, as of 5:00 p.m., New York City time, on December 8, 2025 (the "Early Tender Time"), an aggregate principal amount of $2,690,016,000 of Existing Senior Secured Notes had been validly tendered (and not validly withdrawn) in the Offers, as set forth in the table below.

Series of Existing Senior Secured Notes	CUSIP Number(1) (Rule 144A/Reg S)	Principal Amount Outstanding	Principal Amount Tendered
BHC 11.00% Senior Secured Notes due 2028	071734AQ0 / C07885AL7	$1,774,067,000	$1,519,477,000
BHC 4.875% Senior Secured Notes due 2028	071734AN7 / C07885AJ2	$1,600,000,000	$1,170,539,000

(1) No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Existing Senior Secured Notes. They are provided solely for convenience.

Based on the aggregate principal amount of the Existing Senior Secured Notes validly tendered (and not validly withdrawn) in the Offers as of the Early Tender Time and subject to the terms and conditions set forth in the Exchange Offer Memorandum, including the Maximum Notes Amount and Target Ratio (each as defined in the Exchange Offer Memorandum) and proration, we would expect approximately $1,600 million of New Notes to be issued in the Offers.

Withdrawal rights for the Offers expired as of 5:00 p.m., New York City time, on December 8, 2025 (the "Withdrawal Deadline"). Because the Withdrawal Deadline is not being extended, holders may not withdraw previously tendered Existing Senior Secured Notes, and any tenders after the Withdrawal Deadline may not be withdrawn except as may be required by law.

Each Offer will expire at 5:00 p.m., New York City time, on December 23, 2025, or any other date and time to which the Offerors extend such offer in their discretion subject to the terms of a transaction support agreement, dated November 24, 2025 (such date and time, as it may be extended, the "Expiration Time"). Since the aggregate principal amount of Existing Senior Secured Notes tendered before the Early Tender Time would otherwise result in issuance of New Notes in an aggregate principal amount that exceeds the Maximum Notes Amount, any Existing Senior Secured Notes tendered after the Early Tender Time but prior to the Expiration Time will not be accepted for purchase in the Offers. Subject to all conditions of the Offers having been either satisfied or waived by the Offerors, the settlement date is expected to be within three business days following the Expiration Time or as promptly as practicable thereafter.

The Offers of the New Notes are only made to eligible holders of Existing Senior Secured Notes who are either (a) persons who are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) that are also "qualified purchasers" (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended) and to whom the New Notes are offered in the United States in a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act, or (b) persons other than "U.S. persons" (as defined in Regulation S under the Securities Act) who agree to purchase the New Notes outside of the United States, and who are otherwise in compliance with the requirements of Regulation S under the Securities Act and to whom the New Notes are offered outside of the United States pursuant to Regulation S under the Securities Act; provided that, in each case, if such holder is resident in Canada, such holder is required to complete, sign and submit to the exchange agent a Canadian holder form, which may be obtained from the information agent. The holders of Existing Senior Secured Notes who have certified to the Offerors that they are eligible to participate in the Offers pursuant to at least one of the foregoing conditions are referred to as "Eligible Holders." Eligible Holders may go to www.dfking.com/bhc to confirm their eligibility.

The Offers are subject to the terms and conditions specified in the Exchange Offer Memorandum. Eligible Holders of the Existing Senior Secured Notes are encouraged to read these documents, as they contain important information regarding the Offers. Requests for the Exchange Offer Memorandum and other documents relating to the Offers may be directed to D.F. King & Co., Inc., the exchange agent and information agent for the Offers, at (646) 989-1598 (for banks and brokers only) or (866) 340-7108 (toll-free) (for all others) or bhc@dfking.com.

None of the Offerors, any of their respective subsidiaries or affiliates, or any of their respective officers, boards of directors or directors, the exchange agent and information agent or any trustee is making any recommendation as to whether Eligible Holders should tender any Existing Senior Secured Notes in response to the Offers and no one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision as to whether to tender their Existing Senior Secured Notes, and, if so, the principal amount of Existing Senior Secured Notes as to which action is to be taken.

The Offers are not being made to Eligible Holders of Existing Senior Secured 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 Offers are required to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Offerors by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell 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. The New Notes have not been and will not be registered under the Securities Act or any state securities laws, 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 New 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 New Notes in Canada will be made on a basis, which is exempt from the prospectus requirements of such securities laws.

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. Visit www.bauschhealth.com for more information.

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. Readers are cautioned not to place undue reliance on any of these forward-looking statements, including statements of the Company's plans and expectations regarding the Offers, the likelihood of completion of the Offers, the Company's ability to complete the Offers and the timing thereof. The Company cannot assure you that the Offers will be completed on schedule, or at all. 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 applicable law or regulation.

Investor Contact:
Garen Sarafian
ir@bauschhealth.com
(877) 281-6642 (toll free)

Media Contact:
Katie Savastano
corporate.communications@bauschhealth.com
(908) 541-3785

SOURCE: Bausch Health Companies Inc.

View the original press release on ACCESS Newswire

FAQ

What did BHC announce about the December 8, 2025 early exchange offer results?

BHC reported $2,690,016,000 of existing notes tendered and expects to issue approximately $1.6B of new 10.00% notes due 2032.

How does the exchange affect holders of BHC 11.00% and 4.875% notes due 2028?

Eligible holders may exchange existing notes for New Notes up to the $1.6B cap; accepted amounts may be prorated.

When did withdrawal rights for the BHC exchange offers expire?

Withdrawal rights expired at 5:00 p.m. New York City time on December 8, 2025.

What is the expiration and expected settlement date for BHC's offers (NYSE:BHC)?

The Offers expire at 5:00 p.m. ET on December 23, 2025; settlement is expected within three business days after expiration.

Will all tenders submitted after the early tender time be accepted in BHC's exchange offers?

No; because early tenders would exceed the $1.6B cap, notes tendered after the early tender time will not be accepted for purchase.

Who is eligible to participate in BHC's exchange offers for the new 10.00% notes?

Offers are limited to eligible holders who are qualified institutional buyers and qualified purchasers in the U.S. or non-U.S. persons participating under Regulation S, with additional Canadian requirements for residents.