Bausch Health (NYSE: BHC) reports early results of $1.6B note exchange

Rhea-AI Filing Summary

Bausch Health Companies Inc. reported the early results of its previously announced debt exchange offers. The company is offering to exchange its 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, to be issued by indirect wholly owned subsidiary 1261229 B.C. Ltd., under the terms described in a confidential exchange offer memorandum dated November 24, 2025. The update covers early participation results as of 5:00 p.m. New York City time on December 8, 2025, as detailed in an accompanying press release. The company also notes that the new notes will not be registered under U.S. or Canadian public offering rules and may only be offered or sold under applicable exemptions.

Insights

Capital structure and credit analyst

Bausch Health reports early results of a sizable $1.6B debt exchange.

Bausch Health is running exchange offers to refinance parts of its 4.875% and 11.00% Senior Secured Notes due 2028 into up to $1.6 billion of new 10.00% Senior Secured Notes due 2032. This shifts certain secured obligations out by four years, concentrating them into a single 2032 maturity at a 10.00% coupon, issued through an indirect wholly owned subsidiary. The mechanism is an exchange, so it primarily restructures existing obligations rather than adding new gross debt.

The transaction is conducted via a confidential exchange offer memorandum dated November 24, 2025, and the company has now disclosed early participation results as of 5:00 p.m. New York City time on December 8, 2025. The new notes are unregistered under U.S. securities laws and are offered under exemptions, which channels them to qualified holders rather than the broad public. The net effect on leverage, interest cost and maturity profile will depend on the final participation levels described in the detailed memorandum and press release.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Accepted by SEC EDGAR 12/08/2025 - 07:30 PM Learn about SEC filing dates

FAQ

What did Bausch Health Companies Inc. (BHC) announce in this 8-K?

Bausch Health announced the early results of its exchange offers for certain existing Senior Secured Notes, in which it is offering new 10.00% Senior Secured Notes due 2032 in exchange for outstanding 4.875% and 11.00% Senior Secured Notes due 2028.

What is the size of Bausch Health's new note exchange offers?

The company is offering to issue up to $1.6 billion aggregate principal amount of new 10.00% Senior Secured Notes due 2032 in exchange for existing Senior Secured Notes.

Which existing Bausch Health notes are targeted in the exchange offers?

The offers target Bausch Health's outstanding 4.875% Senior Secured Notes due 2028 and 11.00% Senior Secured Notes due 2028, which holders may exchange for the new 10.00% Senior Secured Notes due 2032.

Are the new Bausch Health 2032 notes registered for public sale?

No. The new notes will not be registered under the U.S. Securities Act or applicable Canadian prospectus rules and may only be offered or sold under available exemptions from those registration or prospectus requirements.

Where can investors find more detail on Bausch Health's exchange offer terms?

The detailed terms are set out in a confidential exchange offer memorandum dated November 24, 2025, and in the press release attached as Exhibit 99.1, which is incorporated by reference.

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

The new notes will be issued by 1261229 B.C. Ltd., an indirect wholly owned subsidiary of Bausch Health Companies Inc.

0000885590false00008855902025-12-082025-12-08

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 8, 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 8, 2025, Bausch Health Companies Inc. (the “Company”) announced the early results, as of 5:00 p.m., New York City time, on December 8, 2025, of the 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 (the “Exchange Offer Memorandum”).

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

This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 do not constitute an offer to sell or purchase, or the solicitation of tenders with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offers are being made solely pursuant to the Exchange Offer Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law. The New Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of 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 securities in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number						Description
99.1*						Press Release of Bausch Health Companies Inc., dated December 8, 2025, relating to the early results 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 8, 2025

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