[8-K] Bausch + Lomb Corporation Reports Material Event

Rhea-AI Filing Summary

Bausch + Lomb announced significant debt refinancing activities on June 18, 2025. The company has priced an offering of €675 million senior secured floating rate notes due 2031, increased from the initially announced €600 million. The notes will be sold at 99.500% of principal value.

The company is also pursuing a refinancing package including a $2.325 billion new term B loan facility (increased from $2.2 billion) with Term SOFR + 4.25% interest rate, and a $800 million new revolving credit facility. These proceeds will be used to:

• Repay outstanding borrowings under existing revolving credit facility
• Refinance term A loans due 2027
• Refinance term B loans due 2027
• Pay related fees and expenses

The notes offering is expected to close on June 26, 2025, subject to customary conditions. The notes will be offered to qualified institutional buyers in the US under Rule 144A and internationally under Regulation S, with first-priority liens on assets securing the company's credit agreement.

Positive

• Successfully increased Notes offering size from €600M to €675M, indicating strong investor demand
• Secured larger New Term B Loan Facility of $2.325B (up from previously announced $2.2B)
• Comprehensive refinancing package includes new $800M revolving credit facility, improving liquidity position

Negative

• Higher interest costs with New Term B Loan at Term SOFR + 4.25%, potentially impacting profitability
• Taking on substantial new debt with €675M Notes and $2.325B Term Loan, increasing leverage
• Notes being sold at slight discount (99.500% of principal), indicating some pricing pressure

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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

June 18, 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. ☐

Item 8.01 Other Events.

Secured Notes Offering

On June 18, 2025, Bausch + Lomb Corporation (the “Company” or “Bausch + Lomb”) announced that its subsidiaries, Bausch & Lomb Incorporated, a New York corporation (the “U.S. Co-Issuer”), and Bausch+Lomb Netherlands B.V. a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), priced the offering of €675 million aggregate principal amount of senior secured floating rate notes due 2031 (“Notes”). The size of the offering was increased from the previously announced €600 million aggregate principal amount of Notes. The Notes will be sold to investors at a price of 99.500% of the principal amount thereof.

As previously announced, the Company is also seeking to partially refinance its credit agreement, whereby the Company intends to obtain a $2.325 billion new term B loan facility (the “New Term B Loan Facility”) and a new $800 million revolving credit facility (the “New Revolving Credit Facility”). The New Term B Loan is expected to accrue interest at a rate of Term SOFR + 4.25% per annum. The allocated size of the New Term B Loan Facility was increased from the previously announced $2.2 billion. The Company intends to use the net proceeds from the Notes offering and the New Term B Loan Facility to repay in full the outstanding borrowings under its existing revolving credit facility, to refinance in full its outstanding term A loans due 2027 and term B loans due 2027 and to pay related fees and expenses.

The closing of the Notes offering is not contingent upon the closing of the New Term B Loan Facility or the New Revolving Credit Facility.

The Notes will be guaranteed by the Company and each of the Company’s subsidiaries (other than the Issuers) that are guarantors under the Company’s credit agreement and will be secured on a first priority basis by liens on the same assets that secure the obligations under the Company’s credit agreement and the Company’s 8.375% senior secured notes due 2028.

Closing of the Notes offering is expected to occur on June 26, 2025, subject to customary closing conditions.

The Notes are being offered in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The 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 Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws.

The New Term B Loan Facility and New Revolving Credit Facility are also expected to close on June 26, 2025; however, there can be no assurances that the Company will be able to complete the New Term B Loan Facility and/or New Revolving Credit Facility transactions on the terms described above or at all. 

The Company also issued a press release pursuant to Rule 135c under the Securities Act relating to the offering of the Notes. In accordance with Rule 135c(d) under the Securities Act, a copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

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.

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 the solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The 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 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

Exhibit  Number		Description
99.1		Press Release of Bausch + Lomb Corporation, announcing the pricing of the Notes offering, dated June 18, 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.

	BAUSCH + LOMB CORPORATION
	By:	/s/ Sam Eldessouky
	Name:	Sam Eldessouky
	Title:	Executive Vice President, Chief Financial Officer

Date: June 18, 2025

FAQ

How much debt is BLCO raising in its new Notes offering announced on June 18, 2025?

BLCO announced pricing of €675 million aggregate principal amount of senior secured floating rate notes due 2031, which was increased from the previously announced €600 million. The Notes will be sold to investors at 99.500% of the principal amount.

What is the size of BLCO's new Term B Loan Facility and what is its interest rate?

BLCO is seeking a $2.325 billion new Term B Loan Facility (increased from previously announced $2.2 billion) with an interest rate of Term SOFR + 4.25% per annum, along with a new $800 million revolving credit facility.

How will BLCO use the proceeds from its 2025 Notes offering and Term B Loan?

BLCO will use the net proceeds to: 1) repay outstanding borrowings under existing revolving credit facility, 2) refinance in full its outstanding term A loans due 2027 and term B loans due 2027, and 3) pay related fees and expenses.

When is BLCO's new debt offering expected to close?

The Notes offering and the New Term B Loan Facility and New Revolving Credit Facility are all expected to close on June 26, 2025, subject to customary closing conditions. However, the company notes that the Notes offering closing is not contingent upon the closing of the loan facilities.

Who can purchase BLCO's new Notes offering?

The Notes are being offered in the United States to qualified institutional buyers under Rule 144A of the Securities Act, and to non-U.S. persons outside the United States under Regulation S. In Canada, the Notes will be sold on a basis exempt from prospectus requirements.