Bausch + Lomb Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| 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
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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