Latest News Bausch + Lomb Announces Launch of Proposed Financing for Acquisition of Xiidra By Staff Tuesday, September 12, 2023 12:15 AM VAUGHAN, Ontario—Bausch + Lomb Corporation (NYSE/TSX: BLCO), a leading global eye health company, announced that Bausch + Lomb Escrow Corp., a wholly owned subsidiary of the company, has launched an offering of $1.4 billion aggregate principal amount of new senior secured notes due in 2028 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 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 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 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, or any state securities law and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The notes will be offered in the U.S. only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the U.S. 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.