Bausch + Lomb Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported)
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices)(Zip Code)
(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 | ||
| , 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. |
Secured Notes Offering
On June 26, 2025, Bausch + Lomb Corporation (the “Company” or “Bausch + Lomb”) announced that its subsidiaries, Bausch & Lomb Incorporated, a New York corporation, and Bausch+Lomb Netherlands B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (together with Bausch & Lomb Incorporated, the “Issuers”), completed the previously announced offering of €675 million aggregate principal amount of senior secured floating rate notes due 2031 (the “Notes”).
The Notes were offered in the United States and sold 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 were not 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 has been and must be made on a basis which is exempt from the prospectus requirements of such securities laws.
The net proceeds from the Notes offering and the Refinancing Term Loans (as defined below) were used to repay in full the outstanding borrowings under the Company’s existing revolving credit facility, to refinance in full the Company’s outstanding term A loans due 2027 and term B loans due 2027 and to pay related fees and expenses.
The Notes Indenture
The Notes were issued pursuant to the indenture, dated as of June 26, 2025 (the “Indenture”), by and among the Issuers, the guarantors named therein, Citibank, N.A., acting through its agency and trust division, as trustee, and as notes collateral agent and Citibank, N.A., London Branch, acting as paying agent, registrar, transfer agent and calculation agent.
Interest and Maturity
Pursuant to the Indenture, the Notes bear interest at the rate of three-month EURIBOR (with a 0% floor) plus 3.875% per year, reset quarterly, and will mature on January 15, 2031. Interest on the Notes will be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2026.
Guarantees
The Notes are initially jointly and severally guaranteed on a senior secured basis by the Company and each of the Company’s subsidiaries (other than the Issuers) that is a guarantor under the Credit Agreement (as defined below) (the “Note Guarantors” and each, a “Note Guarantor”). The Notes and the guarantees related thereto are senior obligations and are secured, subject to permitted liens and certain other exceptions, by the same first priority liens that secure borrowings under the Credit Agreement and the obligations under the Company’s 8.375% senior secured notes due 2028 (the “2028 Notes”).
Ranking
The Notes and the guarantees related thereto:
| • | are general secured obligations of the Issuers and the Note Guarantors, as applicable, secured by a first-priority lien (subject to permitted liens and certain other exceptions) on the collateral; |
| • | rank pari passu in right of payment with each other and all existing and future unsubordinated indebtedness of the applicable Issuer or Note Guarantor; |
| • | are senior in right of payment to all existing and future indebtedness of the applicable Issuer or Note Guarantor that expressly provides for its subordination to the Notes or the applicable guarantee; |
| • | rank effectively pari passu with all existing and future indebtedness secured by a first priority lien on the collateral (including the credit facilities under the Credit Agreement and the 2028 Notes); |
| • | are (x) structurally subordinated to all existing and future indebtedness and other liabilities of any of the Company’s subsidiaries (other than the Issuers) that do not guarantee the Notes to the extent of the value of such subsidiaries’ assets and (y) effectively subordinated to any of the Issuers’ and Note Guarantors’ debt that is secured by assets that are not collateral to the extent of the value of such assets; and |
| • | rank effectively senior to all existing and future indebtedness that is unsecured of the applicable Issuer or Note Guarantor or that is secured by junior liens, in each case to the extent of the value of the collateral. |
Optional Redemption
The Notes will be redeemable at the option of the Issuers, in whole or in part, at any time on or after June 30, 2026 at a redemption price equal to 100.000% of the principal amount of Notes being redeemed, plus accrued and unpaid interest to, but not including, the redemption date.
In addition, the Issuers may redeem some or all of the Notes prior to June 30, 2026 at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption, plus a “make-whole” premium. Prior to June 30, 2026, the Issuers may redeem up to 40% of the aggregate principal amount of the Notes using the net cash proceeds of certain equity offerings at the redemption price set forth in the Indenture.
Upon the occurrence of a change of control (as defined in the Indenture), unless the Issuers have exercised their right to redeem all of the Notes, as described above, holders of the Notes may require the Issuers to repurchase such holder’s Notes, in whole or in part, at a purchase price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest to, but excluding, the purchase date applicable to such Notes.
Certain Covenants
The Indenture contains covenants that limit the ability of the Company and any of its Restricted Subsidiaries (as such term is defined in the Indenture) to, among other things:
| • | incur or guarantee additional indebtedness; |
| • | make certain investments and other restricted payments; |
| • | create liens; |
| • | enter into transactions with affiliates; |
| • | engage in mergers, consolidations or amalgamations; and |
| • | transfer and sell assets. |
Events of Default
The Indenture also provides for customary events of default.
The foregoing summary of the Indenture is not complete and is qualified in its entirety by reference to the full text of the Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Third Amendment
On June 26, 2025, the Company entered into an amendment (the “Third 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, 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, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A. as resigning collateral agent and JPMorgan Chase Bank, N.A. as successor 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 Third Amendment.
The Third Amendment provides for (i) a new $2,325 million tranche of term loans maturing in 2031 (the “Refinancing Term Loans”), the proceeds of which were used, together with the proceeds of the Notes, to (A) refinance all of the Company’s outstanding term B loans due 2027, (B) refinance all of the Company’s outstanding term A loans due 2027 and (C) repay in full borrowings under the Company’s existing revolving credit facility outstanding immediately prior to the effective date of the Third Amendment (the “Effective Date”) and (ii) a new revolving credit facility of $800 million maturing in 2030 (subject to customary “springing” maturity provisions) (the “New Revolving Credit Facility”), which replaced the Company’s existing revolving commitments of $500 million. The amortization rate for the Refinancing Term Loans is 1.00% per annum and the first installment shall be payable on September 30, 2025. Pursuant to the Third Amendment, the applicable rate per annum is (i) 4.25% for Refinancing Term Loans that bear interest at a term SOFR-based rate, (ii) 3.25% for Refinancing Term Loans that bear interest at a U.S. dollar base rate, (iii) between 1.75% and 2.75% for revolving loans under the New Revolving Credit Facility that bear interest at a term SOFR, term CORRA, EURIBOR or SONIA-based rate, in each case, based on the Company’s total net leverage ratio, and (iv) between 0.75% and 1.75% for revolving loans under the New Revolving Credit Facility that bear interest at a U.S. dollar base rate or a Canadian dollar base rate, in each case, based on the Company’s total net leverage ratio.
The Third Amendment also amended the Credit Agreement to (A) adjust the financial covenant levels applicable to the new revolving credit facility to a maximum first lien net leverage ratio of 5.75:1.00 (stepping down to (i) 5.50:1.00 commencing with the ninth full fiscal quarter after the Effective Date, (ii) 5.25:1.00 commencing with the thirteenth full fiscal quarter after the Effective Date and (iii) 5.00:1.00 commencing with the seventeenth full fiscal quarter after the Effective Date), as opposed to the previous level of 4.50:1.00 and (B) provide that the Revolving Facility Test Condition relating to such financial covenant occurs upon the utilization of at least 35% of the revolving facility, as opposed to the previous utilization level of at least 40%.
In addition, the Third Amendment included modifications to certain negative covenant and other provisions of the Credit Agreement designed to provide the Company and its subsidiaries with increased flexibility, as set forth in the Credit Agreement, as amended by the Third Amendment.
The foregoing description of the Third Amendment is not complete and is qualified in its entirety by reference to the full text of the Credit Agreement, as amended by the Third 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.
| Item 8.01 | Other Events. |
On June 26, 2025, the Company issued a press release announcing the closing of the Notes offering and the partial Credit Agreement refinancing, consisting of the Refinancing Term Loans and the New Revolving Credit Facility. 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
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 27, 2025