Bausch + Lomb Corporation (NYSE/TSX: BLCO), a leading global eye
health company dedicated to helping people see better to live
better, today announced that Bausch + Lomb Escrow Corp. (“Escrow
Issuer”), a wholly owned subsidiary of the company, has launched an
offering of $1.4 billion aggregate principal amount of new senior
secured notes due 2028 (“Notes”) and that the company is seeking to
enter into an incremental term loan facility, in each case in
connection with the financing of its pending acquisition
(“Acquisition”) of XIIDRA (lifitegrast ophthalmic solution) 5%, a
non-steroid eye drop specifically approved to treat the signs and
symptoms of dry eye disease focusing on inflammation associated
with dry eye, and certain other ophthalmology assets.
The definitive documentation for the incremental term loan
facility (“Term Loan Facility”) may be in the form of either an
incremental amendment to the company’s existing credit agreement or
a separate credit agreement. Bausch + Lomb is expected to borrow
$500 million of new term B loans (“New Term B Loans”) under the
Term Loan Facility.
The net proceeds from the offering of the Notes, along with the
expected proceeds from the New Term B Loans, are expected to fund
the Acquisition, to pay fees and expenses related to the closing of
the Acquisition, the offering of the Notes and the borrowings of
the New Term B Loans and for general corporate purposes, including
the repayment of existing debt.
If the issuance of the Notes occurs prior to the closing of the
Acquisition, the Notes will initially be issued by the Escrow
Issuer, and the net proceeds from the offering of the Notes will be
deposited into a segregated escrow account. Upon closing of the
Acquisition, Bausch + Lomb will assume the obligations of the
Escrow Issuer under the Notes and the indenture that will govern
the Notes and any other obligations of the Escrow Issuer and
receive all of the assets of the Escrow Issuer, and the net
proceeds will be released from the escrow account and applied as
set forth above. However, if the issuance of the Notes occurs
substantially concurrently with the closing of the Acquisition,
Bausch + Lomb will be the issuer of the Notes and the escrow
provision described above will not apply.
From and after the closing of the Acquisition, the Notes will be
guaranteed by each of the company’s subsidiaries that are
guarantors under the Term Loan Facility and the existing term loan
facility and will be secured on a first-priority basis by liens on
the assets that secure the Term Loan Facility and the existing term
loan facility.
Closing of the Term Loan Facility will be conditioned upon
completion of the Acquisition and is anticipated to occur
concurrently with the closing of the Acquisition at or around the
end of September 2023. Closing of the Notes offering will not be
conditioned upon completion of the Acquisition, but if the
Acquisition does not occur on or prior to Sept. 30, 2024, or other
specified events do not occur, the Escrow Issuer will be required
to redeem the Notes at such time at a redemption price equal to the
principal amount of the Notes plus accrued and unpaid interest.
The foregoing transactions are subject to market and other
conditions. There can be no assurance that the company will be able
to successfully complete the transactions, on the terms described
above, or at all.
The Notes will not be registered under the Securities Act of
1933, as amended (“Securities Act”), or any state securities law
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration under the
Securities Act and applicable state securities laws. The Notes will
be offered in the United States only to persons reasonably believed
to be qualified institutional buyers pursuant to Rule 144A under
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.
This news release is being issued pursuant to Rule 135c under
the Securities Act and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
###
About Bausch + Lomb
Bausch + Lomb is dedicated to protecting and enhancing the gift
of sight for millions of people around the world – from the moment
of birth through every phase of life. Its comprehensive portfolio
of more than 400 products includes contact lenses, lens care
products, eye care products, ophthalmic pharmaceuticals,
over-the-counter products and ophthalmic surgical devices and
instruments. Founded in 1853, Bausch + Lomb has a significant
global research and development, manufacturing and commercial
footprint with approximately 13,000 employees and a presence in
nearly 100 countries. Bausch + Lomb is headquartered in Vaughan,
Ontario with corporate offices in Bridgewater, New Jersey.
Forward-looking Statements
This news release may contain forward-looking statements,
including, but not limited to, our financing plans and the details
thereof, including the proposed use of proceeds therefrom, the Term
Loan Facility and the details thereof, the expected timing of the
borrowing of the New Term B Loans and our ability to close such
transaction, the expected timing of the closing of the Acquisition,
the offering of the Notes and the details thereof, and our ability
to close such offering and the other expected effects of the
financing. 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, 2022 and its most recent quarterly
filings). In addition, such risks and uncertainties include, but
are not limited to, the following: uncertainties relating to the
timing of the consummation of the Acquisition; the possibility that
any or all of the conditions to the consummation of the Acquisition
may not be satisfied or waived; the effect of the announcement or
pendency of the Acquisition on Bausch + Lomb’s ability to maintain
relationships with customers, suppliers, and other business
partners; the impact of the Acquisition if consummated on Bausch +
Lomb’s business, financial position and results of operations;
risks relating to potential diversion of management attention away
from Bausch + Lomb’s ongoing business operations; Bausch + Lomb’s
ability to finance the transaction as anticipated and risks
relating to increased levels of debt as a result of debt expected
to be incurred to finance such transaction; and risks that Bausch +
Lomb may not realize the expected benefits of that transaction on a
timely basis or at all. In addition, certain material factors and
assumptions have been applied in making these forward-looking
statements, including the assumption that the risks and
uncertainties outlined above 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.
© 2023 Bausch + Lomb.
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version on businesswire.com: https://www.businesswire.com/news/home/20230909009703/en/
Media Contacts: T.J. Crawford tj.crawford@bausch.com
(908) 705-2851
Lainie Keller lainie.keller@bausch.com (908) 927-1198
Investor Contacts: George Gadkowski
george.gadkowski@bausch.com (877) 354-3705 (toll free) (908)
927-0735
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