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0001860742
Bausch & Lomb Corp
0001860742
2025-12-12
2025-12-12
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iso4217:USD
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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 12, 2025
Date of Report (Date of the earliest event reported)
Bausch + Lomb Corporation
(Exact Name of Registrant as Specified in Its
Charter)
| Canada |
|
001-41380 |
|
98-1613662 |
|
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
520 Applewood Crescent
Vaughan, Ontario
Canada L4K 4B4
(Address of Principal Executive Offices)(Zip
Code)
(905) 695-7700
(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 |
|
BLCO |
|
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. ☐
Credit Agreement Refinancing
On December 12, 2025, Bausch + Lomb Corporation
(the “Company” or “Bausch + Lomb”) announced that it allocated a $2,802,125,000 tranche (the “Replacement
Term Loans”) of new term B loans, the proceeds of which will be used to refinance all of its outstanding term B loans due 2031 (the
“Third Amendment Term Loans”) and its outstanding term B loans due 2028 (the “First Incremental Term Loans”).
The applicable margin is anticipated to be (i) 3.75% per annum for Replacement Term Loans with an interest rate determined by reference
to term SOFR and (ii) 2.75% per annum for Replacement Term Loans with an interest rate determined by reference to the alternate base rate;
the margin applicable to the Replacement Term Loans represents a 0.50% per annum reduction for the Third Amendment Term Loans and a 0.25%
per annum reduction for the First Incremental Term Loans. The Replacement Term Loans will mature on January 15, 2031, which is same maturity
date as the Third Amendment Term Loans and which represents a maturity extension of the First Incremental Term Loans from September 29,
2028.
The foregoing transactions are anticipated to
close in the first quarter of 2026; however, there can be no assurances that the Company will be able to complete the foregoing transactions
on the terms described above or at all.
The foregoing is qualified by reference to the
press release attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
The foregoing may contain forward-looking information
and statements within the meaning of applicable securities laws (collectively, “forward-looking statements”), including, but
not limited to, our refinancing plans and the details thereof, including the Replacement Term Loans, the proposed use of proceeds therefrom
and the details thereof, our ability to complete the transactions described in this Current Report on Form 8-K, and the other expected
effects thereof. Forward-looking statements may generally be identified by the use of the words “anticipates,” “seeks,”
“expects,” “plans,” “should,” “could,” “would,” “may,” “will,”
“believes,” “potential,” “pending” or “proposed” 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 risks and uncertainties discussed in Bausch + Lomb’s filings with the U.S. Securities and Exchange
Commission and the Canadian Securities Administrators (including the Company’s Annual Report on Form 10-K for the year ended Dec.
31, 2024 and its most recent quarterly filings). In addition, certain material factors and assumptions have been applied in making these
forward-looking statements, including the assumption that the risks and uncertainties discussed in such filings will not cause actual
results or events to differ materially from those described in these forward-looking statements. 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 + Lomb
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.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit
Number |
|
Description |
| |
|
| 99.1 |
|
Press Release of Bausch + Lomb Corporation, dated December 12, 2025 |
| |
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BAUSCH + LOMB CORPORATION |
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|
|
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By: |
/s/ Sam Eldessouky |
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Name: |
Sam Eldessouky |
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Title: |
Executive Vice President, Chief Financial Officer |
Date: December 12, 2025
