Obligation Bausch Health Companies 4.5% ( XS1205619288 ) en EUR

Société émettrice	Bausch Health Companies
Prix sur le marché	100 % ⇌
Pays	Canada
Code ISIN	XS1205619288 ( en EUR )
Coupon	4.5% par an ( paiement semestriel )
Echéance	14/05/2023 - Obligation échue
Prospectus brochure sous format PDF
Montant Minimal	100 000 EUR
Montant de l'émission	1 500 000 000 EUR
Description détaillée	Bausch Health Companies est une société pharmaceutique multinationale qui développe, fabrique et commercialise des produits pharmaceutiques, des dispositifs médicaux et des produits de santé oculaire. L'Obligation émise par Bausch Health Companies ( Canada ) , en EUR, avec le code ISIN XS1205619288, paye un coupon de 4.5% par an. Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2023

EX-4.1
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EX-4.1 2 d900048dex41.htm EX-4.1
Exhibit 4.1
EXECUTION VERSION
VRX ESCROW CORP.
$2,000,000,000 5.375% SENIOR NOTES DUE 2020
$3,250,000,000 5.875% SENIOR NOTES DUE 2023
1,500,000,000 4.50% SENIOR NOTES DUE 2023
$3,250,000,000 6.125% SENIOR NOTES DUE 2025
INDENTURE
DATED AS OF MARCH 27, 2015
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee, Registrar and US Paying Agent
and
THE BANK OF NEW YORK MELLON,
ACTING THROUGH ITS LONDON BRANCH,
as Euro Paying Agent
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TABLE OF CONTENTS
Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1
Definitions
1
Section 1.2
Other Definitions
29
Section 1.3
[RESERVED]
30
Section 1.4
Rules of Construction
30
ARTICLE 2
THE SECURITIES
Section 2.1
Form and Dating
30
Section 2.2
Execution and Authentication
32
Section 2.3
Registrar and Paying Agent
33
Section 2.4
Paying Agent to Hold Money in Trust
34
Section 2.5
Noteholder Lists
34
Section 2.6
Transfer and Exchange
34
Section 2.7
Replacement Notes
35
Section 2.8
Outstanding Notes
36
Section 2.9
Treasury Notes
36
Section 2.10
Temporary Notes
36
Section 2.11
Cancellation
36
Section 2.12
Legend; Additional Transfer and Exchange Requirements
37
Section 2.13
CUSIP, Common Code and ISIN Numbers
39
ARTICLE 3
REDEMPTION AND PURCHASES
Section 3.1
Right to Redeem
39
Section 3.2
Selection of Notes to Be Redeemed
39
Section 3.3
Notice of Redemption
40
Section 3.4
Effect of Notice of Redemption
41
Section 3.5
Deposit of Redemption Price
41
Section 3.6
Notes Redeemed in Part
41
Section 3.7
Optional Redemption
42
Section 3.8
Purchase of Notes at Option of the Holder Upon Change of Control
47
Section 3.9
Effect of Change of Control Purchase Notice
49
Section 3.10
Deposit of Change of Control Purchase Price
50
Section 3.11
Notes Purchased in Part
50
Section 3.12
Compliance with Securities Laws upon Purchase of Notes
50
Section 3.13
Repayment to the Company
50
Section 3.14
Offer to Purchase by Application of Excess Proceeds
51
Section 3.15
Special Mandatory Redemption
52
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Page
ARTICLE 4
COVENANTS
Section 4.1
Payment of Notes
52
Section 4.2
Maintenance of Office or Agency
53
Section 4.3
Reports
54
Section 4.4
Compliance Certificates
55
Section 4.5
Further Instruments and Acts
55
Section 4.6
Maintenance of Corporate Existence
55
Section 4.7
Changes in Covenants When Notes Rated Investment Grade
55
Section 4.8
Restricted Payments
56
Section 4.9
Incurrence of Indebtedness and Issuance of Preferred Stock
59
Section 4.10
[Reserved]
62
Section 4.11
Liens
62
Section 4.12
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
63
Section 4.13
Transactions with Affiliates
64
Section 4.14
Asset Sales
66
Section 4.15
Additional Note Guarantees
68
Section 4.16
Designation of Restricted and Unrestricted Subsidiaries
68
Section 4.17
Business Activities
69
Section 4.18
[Reserved]
69
Section 4.19
Stay, Extension and Usury Laws
69
Section 4.20
Notice of Default
69
Section 4.21
Payment of Additional Amounts
69
Section 4.22
Escrow of Proceeds
72
Section 4.23
Activities Prior to the Assumption
72
ARTICLE 5
MERGER, CONSOLIDATION OR SALE OF ASSETS
Section 5.1
Merger, Consolidation or Sale of Assets
72
Section 5.2
Successor Substituted
74
ARTICLE 6
DEFAULT AND REMEDIES
Section 6.1
Events of Default
74
Section 6.2
Acceleration
76
Section 6.3
Other Remedies
76
Section 6.4
Waiver of Defaults and Events of Default
77
Section 6.5
Control by Majority
77
Section 6.6
Limitations on Suits
77
Section 6.7
Rights of Holders to Receive Payment
77
Section 6.8
Collection Suit by Trustee
77
Section 6.9
Trustee May File Proofs of Claim
78
Section 6.10
Priorities
78
Section 6.11
Undertaking for Costs
78
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Page
ARTICLE 7
TRUSTEE
Section 7.1
Duties of Trustee
79
Section 7.2
Rights of Trustee
80
Section 7.3
Individual Rights of Trustee
81
Section 7.4
Trustee's Disclaimer
81
Section 7.5
Notice of Default or Events of Default
81
Section 7.6
[RESERVED]
81
Section 7.7
Compensation and Indemnity
81
Section 7.8
Replacement of Trustee
82
Section 7.9
Successor Trustee by Merger, Etc.
83
Section 7.10
Eligibility; Disqualification
83
Section 7.11
Preferential Collection of Claims Against the Company
83
Section 7.12
Escrow Authorization
83
ARTICLE 8
DEFEASANCE; SATISFACTION AND DISCHARGE OF INDENTURE
Section 8.1
Satisfaction and Discharge of Indenture
83
Section 8.2
Legal Defeasance
85
Section 8.3
Covenant Defeasance
86
Section 8.4
Application of Trust Money
87
Section 8.5
Repayment to the Company
87
Section 8.6
Reinstatement
87
ARTICLE 9
AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 9.1
Without Consent of Holders
88
Section 9.2
With Consent of Holders
89
Section 9.3
Notice of Amendment, Supplement or Waiver
90
Section 9.4
Revocation and Effect of Consents
90
Section 9.5
Notation on or Exchange of Notes
90
Section 9.6
Trustee to Sign Amendments, Etc.
90
Section 9.7
Effect of Supplemental Indentures
90
ARTICLE 10
NOTE GUARANTEES
Section 10.1
Note Guarantees
91
Section 10.2
Execution and Delivery of Note Guarantees
92
Section 10.3
Limitation on Note Guarantor Liability
92
Section 10.4
Merger and Consolidation of Note Guarantors
93
Section 10.5
Release
93
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ARTICLE 11
MISCELLANEOUS
Section 11.1
Certain Trust Indenture Act Sections
94
Section 11.2
Notices
94
Section 11.3
Communications by Holders With Other Holders
95
Section 11.4
Certificate and Opinion of Counsel as to Conditions Precedent
95
Section 11.5
Record Date for Vote or Consent of Holders
96
Section 11.6
Rules by Trustee, Paying Agent and Registrar
96
Section 11.7
Legal Holidays
96
Section 11.8
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
96
Section 11.9
No Adverse Interpretation of Other Agreements
97
Section 11.10
No Recourse Against Others
97
Section 11.11
Successors
97
Section 11.12
Multiple Counterparts
97
Section 11.13
Separability
97
Section 11.14
Table of Contents, Headings, etc.
97
Section 11.15
Calculations in Respect of the Notes
97
Section 11.16
Agent for Service and Waiver of Immunities
97
Section 11.17
Judgment Currency
98
Section 11.18
Foreign Currency Equivalent
98
Section 11.19
Usury Savings Clause
98
Section 11.20
Interest Act (Canada)
98
Section 11.21
Tax Matters
99
EXHIBITS
EXHIBIT A-1
- FORM OF 2020 NOTE
EXHIBIT A-2
- FORM OF 2023 NOTE
EXHIBIT A-3
- FORM OF 2025 NOTE
EXHIBIT A-4
- FORM OF EURO NOTE
EXHIBIT B
- FORM OF GUARANTEE
EXHIBIT C
- FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
EXHIBIT D
- FORM OF CANADIAN NOTE GUARANTEE
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EX-4.1
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THIS INDENTURE dated as of March 27, 2015 is between VRX Escrow Corp., a corporation organized under the
federal laws of Canada (the "Company"), The Bank of New York Mellon Trust Company, N.A., a national banking
association duly organized under the laws of the United States, not in its individual capacity but solely as Trustee, Registrar
and US Paying Agent, and The Bank of New York Mellon, acting through its London branch, not in its individual capacity but
solely as Euro Paying Agent.
In consideration of the premises and the purchase of the Notes by the Holders thereof, all parties agree as follows for the
benefit of the other and for the equal and ratable benefit of the registered Holders of the Company's Notes.
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1 Definitions.
"2020 Global Notes" means a Global Note substantially in the form of Exhibit A-1 hereto bearing the Global Note
Legend and the Private Placement Legend deposited with or on behalf of, and registered in the name of, the Depositary or its
nominee that will initially be issued in a denomination equal to the principal amount of the 2020 Notes sold in reliance on Rule
144A.
"2023 Global Notes" means a Global Note substantially in the form of Exhibit A-2 hereto bearing the Global Note
Legend and the Private Placement Legend deposited with or on behalf of, and registered in the name of, the Depositary or its
nominee that will initially be issued in a denomination equal to the principal amount of the 2023 Notes sold in reliance on Rule
144A.
"2025 Global Notes" means a Global Note substantially in the form of Exhibit A-3 hereto bearing the Global Note
Legend and the Private Placement Legend deposited with or on behalf of, and registered in the name of, the Depositary or its
nominee that will initially be issued in a denomination equal to the principal amount of the 2025 Notes sold in reliance on Rule
144A.
"2020 Notes" means any of the Company's dollar denominated 5.375% Senior Notes due 2020, as amended or
supplemented from time to time, that are issued under this Indenture.
"2023 Notes" means any of the Company's dollar denominated 5.875% Senior Notes due 2023, as amended or
supplemented from time to time, that are issued under this Indenture.
"2025 Notes" means any of the Company's dollar denominated 6.125% Senior Notes due 2025, as amended or
supplemented from time to time, that are issued under this Indenture.
"2020 Regulation S Global Note" means a Global Note substantially in the form of Exhibit A-1 hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will initially be issued in a denomination equal to the principal amount of the 2020 Notes sold in
reliance on Regulation S.
"2023 Regulation S Global Note" means a Global Note substantially in the form of Exhibit A-2 hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will initially be issued in a denomination equal to the principal amount of the 2023 Notes sold in
reliance on Regulation S.
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"2025 Regulation S Global Note" means a Global Note substantially in the form of Exhibit A-3 hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will initially be issued in a denomination equal to the principal amount of the 2025 Notes sold in
reliance on Regulation S.
"Acquired Debt" means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a
Subsidiary of such specified Person and which is not satisfied in full at such time, whether or not such Indebtedness is
incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of,
such specified Person; and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
"Acquisition" means the merger of Sun Merger Sub, Inc. with and into Salix Pharmaceuticals, Ltd. pursuant to the
Merger Agreement, with Salix Pharmaceuticals, Ltd. surviving as a wholly owned subsidiary of the Parent.
"Additional 2020 Notes" means the additional principal amount of 2020 Notes (other than the Initial 2020 Notes) that
may be issued from time to time under this Indenture in accordance with Section 2.1(c) of this Indenture as part of the same
series of Notes issued on the date hereof.
"Additional 2023 Notes" means the additional principal amount of 2023 Notes (other than the Initial 2023 Notes) that
may be issued from time to time under this Indenture in accordance with Section 2.1(c) of this Indenture as part of the same
series of Notes issued on the date hereof.
"Additional 2025 Notes" means the additional principal amount of 2025 Notes (other than the Initial 2025 Notes) that
may be issued from time to time under this Indenture in accordance with Section 2.1(c) of this Indenture as part of the same
series of Notes issued on the date hereof.
"Additional Euro Notes" means the additional principal amount of Euro Notes (other than the Initial Euro Notes) that
may be issued from time to time under this Indenture in accordance with Section 2.1(c) of this Indenture as part of the same
series of Notes issued on the date hereof.
"Additional Notes" means any Additional 2020 Notes, Additional 2023 Notes, Additional 2025 Notes or Additional Euro
Notes.
"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to
any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.
"Agent" means any Registrar or Paying Agent.
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"Applicable Premium" means, as determined by the Company, with respect to a Note, the greater of
(1) 1.0% of the then outstanding principal amount of such Note and
(2) (a) the present value of all remaining required interest and principal payments due on such Note and all premium
payments relating to such Note assuming a redemption date of March 15, 2017 (in the case of the 2020 Notes), May 15,
2018 (in the case of the 2023 Notes), May 15, 2018 (in the case of the Euro Notes) or April 15, 2020 (in the case of the
2025 Notes), computed using a discount rate equal to the Treasury Rate in the case of the 2020 Notes, the 2023 Notes and
the 2025 Notes, and the Bund Rate in the case of the Euro Notes, in each case plus 50 basis points, minus
(b) the then outstanding principal amount of such Note, minus
(c) accrued interest paid on the date of redemption.
"Applicable Procedures" means, with respect to any transfer or exchange of beneficial ownership interests in the Global
Notes, the rules and procedures of the Depositary, Euroclear and Clearstream, in each case to the extent applicable, to such
transfer or exchange.
"Asset Sale" means:
(1) the sale, lease, conveyance or other disposition of any assets, property or rights outside of the ordinary course of
business; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Parent and
its Restricted Subsidiaries taken as a whole will be governed by Section 3.8 and/or Section 5.1 hereof and not by the
provisions of Section 4.14; and
(2) the issuance of Equity Interests by any of the Parent's Restricted Subsidiaries or the sale of Equity Interests in
any of its Restricted Subsidiaries, in each case other than directors' qualifying shares.
Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:
(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than
$100.0 million;
(2) a transfer of assets between or among the Parent and its Restricted Subsidiaries;
(3) an issuance of Equity Interests by a Restricted Subsidiary of the Parent to the Parent or to another Restricted
Subsidiary of the Parent;
(4) any sale of receivables in connection with a Qualified Securitization Transaction;
(5) the sale or other disposition of cash or Cash Equivalents;
(6) a Restricted Payment or Permitted Investment that is permitted by Section 4.8 hereof;
(7) the license or sublicense of intellectual property or other general intangibles and licenses, leases or subleases of
other property which do not materially interfere with the business of the Parent and its Restricted Subsidiaries, taken as a
whole, determined in good faith by the Parent;
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(8) the sale, exchange or other disposition of obsolete, worn out, uneconomical or surplus assets, including any such
intellectual property;
(9) the sale, lease, conveyance or other disposition to the extent required by, or made pursuant to, customary buy/sell
arrangements between joint venture parties set forth in joint venture arrangements and similar binding agreements;
(10) foreclosures on, or condemnation of, assets and the surrender or waiver of contract rights or the settlement,
release or surrender of contract, tort or other claims; and
(11) sales, transfers or other dispositions of assets for consideration at least equal to the Fair Market Value of the
assets sold or disposed of, but only if the consideration received consists of property or assets (other than cash, except to
the extent used as a bona fide means of equalizing the value of the property or assets involved in the swap transaction;
provided, however, that cash does not exceed 10% of the sum of the amount of the cash and the Fair Market Value of the
assets received or given) of a nature or type that are used in a business having property or assets of a nature or type or
engaged in a Permitted Business (or Capital Stock of a Person whose assets consist of assets of the type described in this
clause (11)).
"Assumption" means the consummation of the transactions whereby the Parent will assume all of the obligations of the
Company under the Notes and this Indenture pursuant to a supplemental indenture and other agreements.
"Assumption Date" means the date of the consummation of the Acquisition and the Assumption.
"Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value
of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and
leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be
extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP.
"Bankruptcy Law" means any of Title 11 of the United States Code, the BIA, the CCAA, the WURA and the CBCA,
and any other applicable insolvency, corporate arrangement or restructuring or other similar law of any jurisdiction including
any law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it.
"Beneficial Owner" has the meaning assigned to such term in Rule l3d-3 and Rule 13d-5 under the Exchange Act, except
that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange
Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of
time. The terms "Beneficially Owns" and "Beneficially Owned" have corresponding meanings.
"BIA" means the Bankruptcy and Insolvency Act (Canada).
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"Board of Directors" means:
(1) with respect to a company or corporation, the board of directors of the company or corporation or any committee
thereof duly authorized to act on behalf of such board;
(2) with respect to a partnership, the Board of Directors of the general partner of the partnership or any committee
thereof duly authorized to act on behalf of such board; and
(3) with respect to any other Person, the board or committee of such Person serving a similar function.
"Bund Rate" means, solely for the purposes of the Euro Notes, with respect to any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price
for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German
Bund Price for such redemption date, where:
(1) "Comparable German Bund Issue" means the German Bundesanleihe security selected by any Reference German
Bund Dealer as having a fixed maturity most nearly equal to the period from such redemption date to May 15, 2018 and
that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues
of euro-denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal
amount of the Euro Notes and of a maturity most nearly equal to the period from the redemption date to May 15, 2018;
provided, however, that, if the period from such redemption date to May 15, 2018 is not equal to the fixed maturity of the
German Bundesanleihe security selected by such Reference German Bund Dealer, the Bund rate shall be determined by
linear interpolation (calculated to the nearest one-twelfth of a year) from the yields of German Bundesanleihe securities
for which such yields are given, except that if the period from such redemption date to May 15, 2018 is less than one year,
a fixed maturity of one year shall be used;
(2) "Comparable German Bund Price" means, with respect to any redemption date, the average of all Reference
German Bund Dealer Quotations for such date (which, in any event, must include at least two such quotations), after
excluding the highest and lowest such Reference German Bund Quotations, or if the Company obtains fewer than four
such Reference German Bund Dealer Quotations, the average of all such quotations;
(3) "Reference German Bund Dealer" means any dealer of German Bundesanleihe securities appointed by the
Company in good faith; and
(4) "Reference German Bund Dealer Quotations" means, with respect to each Reference German Bund Dealer and
any redemption date, the average as determined by the Company in good faith of the bid and offered prices for the
Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the
Company by such Reference German Bund Dealer at 3:30 p.m. Frankfurt, Germany, time on the third Business Day
preceding the redemption date.
"Business Day" means each day that is not a Legal Holiday and where such determination relates to the Euro Notes, is
also a TARGET2 settlement date for settlement of payments in euro.
"Canadian Note Guarantee" means each Guarantee of the obligations with respect to the Notes issued by each Canadian
Note Guarantor pursuant to the terms of this Indenture and substantially in the form of Exhibit D.
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