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0001860742
Bausch & Lomb Corp
0001860742
2026-01-02
2026-01-02
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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
January 2, 2026
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. ☐
| |
Item 1.01 |
Entry into a Material Definitive Agreement. |
On January 2, 2026, Bausch + Lomb Corporation
(the “Company”) entered into an amendment (the “Fourth Amendment”) to the Credit and Guaranty Agreement, dated
as of May 10, 2022 (as amended by the First Incremental Amendment, dated as of September 29, 2023, by the Second Incremental Amendment,
dated as of November 1, 2024, by the Third Amendment, dated as of June 26, 2025, and as further amended, restated, supplemented or otherwise
modified, refinanced or replaced from time to time, the “Credit Agreement”), by and among the Company, certain subsidiaries
of the Company as subsidiary guarantors, the lenders and other persons party thereto, and JPMorgan Chase Bank, N.A., as administrative
agent, collateral agent, swingline lender and an issuing bank. Terms used herein, but not otherwise defined herein are as defined in the
Credit Agreement as amended by the Fourth Amendment.
The Fourth Amendment provides for a new $2,802,125,000
tranche of term loans maturing in 2031 (the “Replacement Term Loans”), the proceeds of which were used to refinance all of
the Company’s outstanding term B loans due 2031 (the “Third Amendment Term Loans”) and term B loans due 2028 (the “First
Incremental Term Loans”). The amortization rate for the Replacement Term Loans is 1.00% per annum and the first installment shall
be payable on June 30, 2026. Pursuant to the Fourth Amendment, the applicable margin is (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 from the applicable margin that applied to the Third Amendment Term Loans and a 0.25% per annum reduction from the applicable
margin that applied to the First Incremental Term Loans. The Replacement Term Loans will mature on January 15, 2031, which is the same
maturity date that applied to the Third Amendment Term Loans and which represents an effective maturity extension of the First Incremental
Term Loans from September 29, 2028.
The foregoing description of the Fourth Amendment
is not complete and is qualified in its entirety by reference to the full text of the Credit Agreement, as amended by the Fourth Amendment,
a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 above is
incorporated by reference into this Item 2.03.
On January 2, 2026, the Company issued a press
release announcing the closing of the Credit Agreement refinancing, consisting of the Replacement Term Loans. A copy of this press release
is attached 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
|
Exhibit
Number |
|
Description |
| |
|
| 10.1 |
|
Fourth Amendment to Credit and Guaranty Agreement by and among Bausch + Lomb Corporation, certain subsidiaries of Bausch + Lomb Corporation as subsidiary guarantors, the lenders party thereto and other persons party thereto and JPMorgan Chase Bank, N.A., dated as of January 2, 2026. |
| |
|
|
| 99.1 |
|
Press Release of Bausch + Lomb Corporation, announcing the closing of the Credit Agreement refinancing, dated January 2, 2026. |
| |
|
| 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.
| |
BAUSCH + LOMB CORPORATION |
| |
|
|
| |
By: |
/s/ Sam Eldessouky |
| |
Name: |
Sam Eldessouky |
| |
Title: |
Executive Vice President, Chief Financial Officer |
Date: January 2, 2026