Bausch Health Announces Final Results and Expiration of Exchange Offers

Bausch Health (NYSE:BHC) announced final results and expiration of exchange offers for its outstanding 4.875% and 11.00% Senior Secured Notes due 2028.

Rhea-AI Summary

Bausch Health (NYSE:BHC) announced final results and expiration of exchange offers for its outstanding 4.875% and 11.00% Senior Secured Notes due 2028. The offers expired on December 23, 2025. Holders validly tendered an aggregate of $2.7 billion of existing notes; the Offerors accepted existing notes resulting in approximately $1.6 billion principal amount of new 10.00% Senior Secured Notes due 2032, with settlement currently expected on December 26, 2025. The New Notes are unregistered in the U.S. and Canada and will be issued pursuant to the exchange terms described in the exchange offer memorandum.

Positive

• Aggregate tenders of $2.7 billion in existing 2028 notes
• Approximately $1.6 billion principal of 10.00% notes to be issued
• Settlement currently expected on December 26, 2025

Negative

• Accepted principal ($1.683237 billion) differs from tendered $2.7 billion
• New Notes not registered in the U.S. or Canada, limiting resale liquidity

Argus Dec 24 session

-1.91% close to close Open Argus

Details

News Market Reaction – BHC

On Dec 24, the first trading day after this news, BHC closed 1.91% below the previous close.

Data tracked by StockTitan Argus for the Dec 24 session.

Market Context

This announcement finalizes Bausch Health’s previously launched exchange offers, swapping portions o...

Analysis

This announcement finalizes Bausch Health’s previously launched exchange offers, swapping portions of its 4.875% and 11.00% Senior Secured Notes due 2028 into up to $1.6 billion of 10.00% Senior Secured Notes due 2032. It follows early participation updates on Dec 8 and the initial launch on Nov 24, continuing a broader refinancing and debt-management effort. Investors may watch future filings and earnings updates for impacts on interest expense, maturity profiles, and overall leverage, alongside ongoing strategic moves in its operating businesses.

Key Figures

Maximum New Notes Offered: $1.6 billion Existing Notes Tendered: $2,700,000,000 11.00% Notes Outstanding: $1,774,067,000 +5 more

Maximum New Notes Offered

$1.6 billion

Aggregate principal amount of 10.00% Senior Secured Notes due 2032 in exchange offers

Existing Notes Tendered

$2,700,000,000

Aggregate principal amount of Existing Senior Secured Notes validly tendered

11.00% Notes Outstanding

$1,774,067,000

Principal amount outstanding of 11.00% Senior Secured Notes due 2028

11.00% Notes Accepted

$885,806,000

Principal amount of 11.00% Senior Secured Notes due 2028 accepted

4.875% Notes Outstanding

$1,600,000,000

Principal amount outstanding of 4.875% Senior Secured Notes due 2028

4.875% Notes Accepted

$797,431,000

Principal amount of 4.875% Senior Secured Notes due 2028 accepted

Total Consideration 11.00% Notes

$1,020.00

New Notes principal per $1,000 of 11.00% Existing Notes accepted

Total Consideration 4.875% Notes

$873.84

New Notes principal per $1,000 of 4.875% Existing Notes accepted

Historical Context

5 past events · Latest: Dec 08

5 events

1. Dec 08

   Exchange offer update

   24h Move

   -0.3%

   Reported strong early participation in 2028 note exchange offers.

2. Dec 01

   Acquisition

   24h Move

   +11.0%

   Solta Medical acquired longtime China distributor to deepen local presence.

3. Nov 24

   Exchange offers launch

   24h Move

   +1.3%

   Commenced offers to swap 2028 notes for new 2032 senior secured notes.

4. Nov 18

   Conference participation

   24h Move

   +0.8%

   Planned CFO fireside chat at Evercore Healthcare Conference.

5. Nov 05

   Geographic expansion

   24h Move

   +0.6%

   OraPharma expanded Arestin commercialization into Canada and Puerto Rico.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior secured notes, exchange offers, CUSIP, accrued interest, +3 more

7 terms

senior secured notes financial

"the Company's outstanding 4.875% Senior Secured Notes due 2028"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

exchange offers financial

"final results and expiration of their previously announced offers to exchange"

An exchange offer is a proposal by a company to swap its existing financial instruments, like bonds or debt, for new ones, often with different terms or maturity dates. For investors, it provides a chance to adjust their holdings, often aiming for better returns or more favorable conditions, while helping the company manage its finances more effectively.

CUSIP financial

"CUSIP Number (1) (Rule 144A/Reg S)"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

accrued interest financial

"excludes accrued interest paid in cash as provided in the Exchange Offer Memorandum"

Accrued interest is the amount of interest that has built up on a loan, bond, or similar investment since the last payment date but has not yet been paid. For investors this matters because when you buy or sell a fixed‑income security between payment dates you compensate the other party for that earned interest—think of it like buying a house mid‑month and reimbursing the seller for days of heating already used—so it affects the actual cash you pay, the yield you receive, and short‑term returns.

Rule 144A regulatory

"CUSIP Number (1) (Rule 144A/Reg S)"

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.

Reg S regulatory

"CUSIP Number (1) (Rule 144A/Reg S)"

Reg S is a U.S. securities rule that allows companies to sell new stocks or bonds to investors located outside the United States without registering with U.S. regulators. Think of it as a back door for raising money abroad: it can speed up capital raising and expand the buyer pool, but comes with resale limits and compliance steps that can reduce short-term liquidity and restrict who can later trade those securities in U.S. markets.

prospectus regulatory

"will be made on a basis, which is exempt from the prospectus requirements"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LAVAL, QC / ACCESS Newswire / December 23, 2025 / Bausch Health Companies Inc. (NYSE:BHC)(TSX:BHC) (the "Company") and its subsidiary 1261229 B.C. Ltd. (the "Issuer" and, together with the Company, the "Offerors") today announced the final results and expiration of their 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 of the Issuer's 10.00% Senior Secured Notes due 2032 (the "New Notes" and, such offers, the "Offers") , in each case, pursuant to the terms described in a confidential exchange offer memorandum dated November 24, 2025 (the "Exchange Offer Memorandum").

The Exchange Offers expired at 5:00 p.m., New York City time, on December 23, 2025 (the "Expiration Time"). As reported by D.F. King & Co., Inc., the exchange agent and information agent for the Offers, as of the Expiration Time, an aggregate principal amount of $2.7 billion 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	Total Consideration(2)(3)	Principal Amount Tendered	Principal Amount Accepted	Aggregate New Notes Issued
BHC 11.00% Senior Secured Notes due 2028	071734AQ0 / C07885AL7	$1,774,067,000	$1,020.00	$1,519,477,000	$885,806,000	$903,359,000
BHC 4.875% Senior Secured Notes due 2028	071734AN7 / C07885AJ2	$1,600,000,000	$873.84	$1,170,539,000	$797,431,000	$696,641,000

^{(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.
(2) Consideration in the form of principal amount of the New Notes, per $1,000 principal amount of Existing Senior Secured Notes that are validly tendered and accepted for exchange.
(3) The Total Consideration of $1,020.00 per $1,000 principal amount of 11.00% Notes excludes accrued interest paid in cash as provided in the Exchange Offer Memorandum. The Total Consideration of $873.84 per $1,000 principal amount of 4.875% Notes has been adjusted to reflect the net interest payment resulting from the difference between (i) the accrued interest due to each holder of 4.875% Notes who has tendered 4.875% Notes into the Offer and whose tenders have been accepted in the Offers and (ii) the accrued and unpaid interest due on the New Notes to be issued in respect thereof from the last interest payment date of the existing 10.00% Senior Secured Notes due 2032 to, but not including, the settlement date of the Offers.}

Subject to the terms and conditions of the Offers set forth in the Exchange Offer Memorandum, upon settlement of the Offers, which is currently expected to occur on December 26, 2025 (the "Settlement Date"), there will be approximately $1,600 million principal amount of New Notes issued in respect of the Existing Senior Secured Notes to be accepted in the Offers, as set forth in the table above. All eligible holders who have certified to the Offerors that they are eligible to participate in the Offers and whose Existing Senior Secured Notes are accepted for exchange pursuant to the Offers on the Settlement Date will also be paid a cash amount, if applicable, equal to the difference between (i) the accrued interest due to each holder of Existing Senior Secured Notes accepted in the Offers and (ii) the accrued and unpaid interest due on the New Notes from the last interest payment date of the existing 10.00% Senior Secured Notes due 2032 to, but not including, the Settlement Date.

Sullivan & Cromwell LLP and Norton Rose Fulbright Canada LLP acted as legal counsel, and Evercore Inc. acted as financial advisor to the Company.

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 of 1933, as amended (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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Bausch Health (BHC) announce on December 23, 2025 about its exchange offers?

Bausch Health said the offers expired on December 23, 2025 with $2.7 billion tendered and about $1.6 billion of new 10.00% notes to be issued.

How much principal of New Notes will BHC issue and what is the maturity?

The company expects to issue approximately $1.6 billion principal of New Notes maturing in 2032.

When will the BHC exchange offers settle and what happens at settlement?

Settlement is currently expected on December 26, 2025, when accepted existing notes will be exchanged for New Notes and any cash accrued interest adjustments paid.

How much of the existing 4.875% and 11.00% notes were tendered and accepted in BHC's offers?

Holders tendered an aggregate of $2.7 billion; the Offerors accepted existing notes with a combined accepted principal of about $1.683237 billion.

Are the New Notes issued by BHC registered for resale in the United States or Canada?

No; the press release states the New Notes have not been and will not be registered in the U.S. or qualified for public sale in Canada.