Bausch Health (NYSE: BHC) details final 2028 note exchange into 2032 debt

Rhea-AI Filing Summary

Bausch Health Companies Inc. reported the final results and expiration of its previously announced debt exchange offers. The company had offered holders of its outstanding 4.875% and 11.00% Senior Secured Notes due 2028 the option to exchange into up to $1.6 billion aggregate principal amount of new 10.00% Senior Secured Notes due 2032, to be issued by its indirect wholly owned subsidiary 1261229 B.C. Ltd. These exchanges were conducted under the terms of a confidential exchange offer memorandum dated November 24, 2025, and expired at 5:00 p.m. New York City time on December 23, 2025. Additional details on the final exchange results are provided in a press release attached as an exhibit.

Insights

Credit and capital structure analyst

Bausch Health completed note exchange offers into new 2032 secured debt.

Bausch Health Companies Inc. has concluded exchange offers allowing holders of its 4.875% and 11.00% Senior Secured Notes due 2028 to swap into new $1.6 billion aggregate principal amount of 10.00% Senior Secured Notes due 2032. The new notes are issued by indirect wholly owned subsidiary 1261229 B.C. Ltd., keeping the obligation within the corporate group.

The transaction extends debt maturity from 2028 to 2032 for exchanged amounts, while setting a single 10.00% coupon in place of the prior 4.875% and 11.00% rates. Because the excerpt does not quantify how much of each 2028 series was actually exchanged, the overall change in leverage and interest expense cannot be assessed from this text alone.

The offers were conducted under a confidential exchange offer memorandum dated November 24, 2025 and expired at 5:00 p.m. New York City time on December 23, 2025. Investors seeking to understand the precise impact on Bausch Health’s debt profile would need the detailed final results summarized in the referenced press release.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

December 23, 2025

Date of report (Date of earliest event reported)

 Bausch Health Companies Inc.

(Exact name of registrant as specified in its charter)

British Columbia

,

Canada

001-14956

98-0448205

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS Employer Identification No.)

2150 St. Elzéar Blvd. West, Laval, Québec, Canada H7L 4A8

(Address of Principal Executive Offices) (Zip Code)

(514) 744-6792

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Shares, No Par Value			BHC			New York Stock Exchange			Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐            

Item 8.01. Other Events

On December 23, 2025, Bausch Health Companies Inc. (the “Company”) announced the final results and expiration, as of 5:00 p.m., New York City time, on December 23, 2025, of its previously announced offers to exchange the Company’s outstanding 4.875% Senior Secured Notes due 2028 and 11.00% Senior Secured Notes due 2028 for up to $1.6 billion aggregate principal amount of new 10.00% Senior Secured Notes due 2032 (the “Offers”) to be issued by the Company’s indirect wholly-owned subsidiary 1261229 B.C. Ltd., in each case, pursuant to the terms described in a confidential exchange offer memorandum dated November 24, 2025.

A copy of the Company’s press release announcing the final results and expiration of the Offers is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number						Description
99.1*						Press Release of Bausch Health Companies Inc., dated December 23, 2025, relating to the final results and expiration of exchange offers
101.SCH*						XBRL Taxonomy Extension Schema Document
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

____________________________________

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 23, 2025

			BAUSCH HEALTH COMPANIES INC.
By:			/s/ Jean-Jacques Charhon
			Jean-Jacques Charhon
			Executive Vice President, Chief Financial Officer
			(Principal Financial Officer)

FAQ

What did Bausch Health Companies Inc. (BHC) announce on December 23, 2025?

Bausch Health Companies Inc. announced the final results and expiration of its previously launched exchange offers for certain Senior Secured Notes, which were open until 5:00 p.m. New York City time on December 23, 2025.

Which Bausch Health (BHC) notes were eligible in the 2025 exchange offers?

The offers covered the Company’s outstanding 4.875% Senior Secured Notes due 2028 and 11.00% Senior Secured Notes due 2028, which holders could exchange for new notes.

What securities were offered in exchange for Bausch Health’s 2028 notes?

Eligible holders could receive up to $1.6 billion aggregate principal amount of new 10.00% Senior Secured Notes due 2032, to be issued by indirect wholly owned subsidiary 1261229 B.C. Ltd.

When did Bausch Health’s 2025 exchange offers expire?

The exchange offers expired at 5:00 p.m., New York City time, on December 23, 2025, at which time the Company announced the final results.

Where can investors find the detailed final results of Bausch Health’s exchange offers?

Detailed final results are included in a press release by Bausch Health Companies Inc., which is attached as Exhibit 99.1 and incorporated by reference.

Which subsidiary is issuing the new 10.00% Senior Secured Notes due 2032 for Bausch Health?

The new 10.00% Senior Secured Notes due 2032 are to be issued by 1261229 B.C. Ltd., an indirect wholly owned subsidiary of Bausch Health Companies Inc.