Filing Details
- Accession Number:
- 0000928464-21-000036
- Form Type:
- 13D Filing
- Publication Date:
- 2021-02-11 17:01:26
- Filed By:
- Icahn Capital LP
- Company:
- Bausch Health Companies Inc. (NYSE:BHC)
- Filing Date:
- 2021-02-11
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Icahn Partners Master Fund | 11,551,785 | 0 | 11,551,785 | 0 | 11,551,785 | 3.25% |
Icahn Offshore | 0 | 11,551,785 | 0 | 11,551,785 | 11,551,785 | 3.25% |
Icahn Partners | 16,255,625 | 0 | 16,255,625 | 0 | 16,255,625 | 4.58% |
Icahn Onshore | 0 | 16,255,625 | 0 | 16,255,625 | 16,255,625 | 4.58% |
Icahn Capital | 0 | 27,807,410 | 0 | 27,807,410 | 27,807,410 | 7.83% |
IPH GP | 0 | 27,807,410 | 0 | 27,807,410 | 27,807,410 | 7.83% |
Icahn Enterprises Holdings | 0 | 27,807,410 | 0 | 27,807,410 | 27,807,410 | 7.83% |
Icahn Enterprises G.P. Inc | 0 | 27,807,410 | 0 | 27,807,410 | 27,807,410 | 7.83% |
Beckton Corp | 0 | 27,807,410 | 0 | 27,807,410 | 27,807,410 | 7.83% |
Carl C. Icahn | 0 | 27,807,410 | 0 | 27,807,410 | 27,807,410 | 7.83% |
Date of Transaction Amount of Securities Price Per Share ( ) Icahn Partners |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment __)*
Bausch Health Companies Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
071734107
(CUSIP Number)
(CUSIP Number)
Andrew Langham
Icahn Capital LP
16690 Collins Avenue
Sunny Isles Beach, FL 33160
Sunny Isles Beach, FL 33160
(305) 422-4100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 1, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 071734107
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
11,551,785 (includes Shares underlying forward contracts. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
11,551,785 (includes Shares underlying forward contracts. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,551,785 (includes Shares underlying forward contracts. See Item 5)
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.25%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 071734107
1. NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,551,785 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,551,785 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,551,785 (includes Shares underlying forward contracts. See Item 5)
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.25%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 071734107
1. NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
16,255,625 (includes Shares underlying forward contracts. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
16,255,625 (includes Shares underlying forward contracts. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,255,625 (includes Shares underlying forward contracts. See Item 5)
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.58%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 071734107
1. NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
16,255,625 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
16,255,625 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,255,625 (includes Shares underlying forward contracts. See Item 5)
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.58%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 071734107
1. NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
27,807,410 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
27,807,410 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,807,410 (includes Shares underlying forward contracts. See Item 5)
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.83%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 071734107
1. NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
27,807,410 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
27,807,410 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,807,410 (includes Shares underlying forward contracts. See Item 5)
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.83%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 071734107
1. NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
27,807,410 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
27,807,410 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,807,410 (includes Shares underlying forward contracts. See Item 5)
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.83%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 071734107
1. NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
27,807,410 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
27,807,410 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,807,410 (includes Shares underlying forward contracts. See Item 5)
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.83%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 071734107
1. NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
27,807,410 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
27,807,410 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,807,410 (includes Shares underlying forward contracts. See Item 5)
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.83%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 071734107
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
27,807,410 (includes Shares underlying forward contracts. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
27,807,410 (includes Shares underlying forward contracts. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,807,410 (includes Shares underlying forward contracts. See Item 5)
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.83%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the shares of Common Stock, no par value (“Shares”), issued by Bausch Health Companies Inc. (the “Issuer”).
The address of the principal executive offices of the Issuer is 2150 St. Elzear Blvd. West, Laval, Quebec, Canada H7L 4A8.
Item 2. Identity and Background
The persons filing this statement are Icahn Partners Master Fund LP (“Icahn Master”), Icahn Offshore LP (“Icahn Offshore”), Icahn
Partners LP (“Icahn Partners”), Icahn Onshore LP (“Icahn Onshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), Beckton
Corp. (“Beckton”), and Carl C. Icahn, a citizen of the United States of America (collectively, the "Reporting Persons").
The principal business address of each of (i) Icahn Offshore, Icahn Partners, Icahn Master, Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP and Beckton is 16690 Collins Avenue, Sunny Isles Beach, FL 33160, and (ii) Mr. Icahn is c/o Icahn Associates Holding LLC, 16690 Collins Avenue, Sunny Isles Beach, FL 33160.
Icahn Offshore is the general partner of Icahn Master. Icahn Onshore is the general partner of Icahn Partners. Icahn Capital is the
general partner of each of Icahn Offshore and Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn Enterprises GP, which is the general partner of
Icahn Enterprises Holdings. Carl C. Icahn is the sole stockholder of each of Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the Reporting Persons. In addition, Mr. Icahn is the
indirect holder of approximately 92.2% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. (“Icahn Enterprises”). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole
limited partner of Icahn Enterprises Holdings.
Each of Icahn Master and Icahn Partners is primarily engaged in the business of investing in securities. Icahn Offshore is primarily
engaged in the business of serving as the general partner of Icahn Master. Icahn Onshore is primarily engaged in the business of serving as the general partner of Icahn Partners. Icahn Capital is primarily engaged in the business of serving as the
general partner of each of Icahn Offshore and Icahn Onshore. IPH is primarily engaged in the business of serving as the general partner of Icahn Capital. Icahn Enterprises Holdings is primarily engaged in the business of holding direct or indirect
interests in various operating businesses. Icahn Enterprises GP is primarily engaged in the business of serving as the general partner of each of Icahn Enterprises and Icahn Enterprises Holdings. Beckton is primarily engaged in the business of
holding the capital stock of Icahn Enterprises GP.
Carl C. Icahn's present principal occupation or employment is serving as (i) Chief Executive Officer of Icahn Capital LP, a wholly owned
subsidiary of Icahn Enterprises, through which Mr. Icahn manages various private investment funds, including Icahn Partners and Icahn Master, (ii) Chairman of the Board of Icahn Enterprises GP, the general partner of Icahn Enterprises, a Nasdaq
listed diversified holding company engaged in a variety of businesses, including investment management, metals, energy, automotive, real estate, food packaging, and home fashion, and (iii) Chairman of the Board and a director of Starfire Holding
Corporation ("Starfire"), a holding company engaged in the business of investing in and/or holding securities of various entities, and as Chairman of the Board and a director of various of Starfire's subsidiaries.
The name, citizenship, present principal occupation or employment and business address of each director and executive officer of the
Reporting Persons are set forth in Schedule A attached hereto.
None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons may be
deemed to be the beneficial owner of, in the aggregate, 27,807,410 Shares (including Shares underlying forward contracts), which were purchased by the Reporting Persons for an aggregate purchase price of approximately $323.9 million. Of such
Shares, 5,033,147 Shares were purchased by the Reporting Persons collectively for an aggregate purchase price of approximately $103.6 million. The remaining 22,774,263 Shares may be deemed beneficially owned by the Reporting Persons as a result of
their having entered into forward contracts (the "Forwards") with respect to such number of Shares at a forward price of $17.00 per share, for an aggregate forward price of approximately $387.2 million, plus a financing charge. The forward price is
subject to adjustment to account for any dividends or other distributions declared by the Issuer. In addition, the Reporting Persons paid the counterparty to the Forwards an aggregate amount of approximately $220.3 million upon entering into such
Forwards.
The source of funding for the Shares (including Shares underlying forward contracts) held by the Reporting Persons was the general
working capital of the respective purchasers. The Shares held by the Reporting Persons are held in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of such
Shares was obtained through margin borrowing.
Item 4. Purpose of Transaction
The Reporting Persons acquired their positions in the Shares in the belief that the Shares were undervalued. The Reporting Persons
intend to engage in discussions with representatives of the Issuer's management and board of directors regarding ways to enhance shareholder value, including the Issuer’s ongoing strategic review. Such discussions may also include possible board
representation. We also expect to have discussions with other shareholders to understand their perspectives.
The Reporting Persons are considering all their options and, while they have no present plan to do so (except as otherwise disclosed in
this Item 4), they reserve the right and are considering whether to propose other transactions which relate to or would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons may, from time to time and at any time: (i) acquire additional Shares and/or other equity, debt, notes,
instruments or other securities of the Issuer and/or its affiliates (collectively, "Securities") in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise; or (iii) engage in any hedging or
similar transactions with respect to the Securities.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 27,807,410 Shares (including Shares underlying forward
contracts), representing approximately 7.83% of the Issuer's outstanding Shares (based on the 355,151,002 Shares outstanding as of October 29, 2020, as disclosed by the Issuer in the Issuer’s Form 10-Q for the quarterly period ended September 30,
2020).
(b) Icahn Master has sole voting power and sole dispositive power with regard to 11,551,785 Shares (including Shares underlying forward
contracts). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and
sole dispositive power with regard to 16,255,625 Shares (including Shares underlying forward contracts). Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and
shared dispositive power with regard to such Shares.
Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their
relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares which Icahn Master directly
beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act)
the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the
Reporting Persons. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
Name of Reporting Person | Date of Transaction | Amount of Securities | Price Per Share ($) |
Icahn Partners LP | 12/14/2020 | 299,693 | 20.76 |
Icahn Partners LP | 12/15/2020 | 275,876 | 20.65 |
Icahn Partners LP | 12/16/2020 | 210,898 | 20.88 |
Icahn Partners LP | 12/17/2020 | 295,026 | 20.91 |
Icahn Partners LP | 12/18/2020 | 291,883 | 20.85 |
Icahn Partners LP | 12/21/2020 | 214,515 | 20.66 |
Icahn Partners LP | 12/23/2020 | 72,738 | 20.15 |
Icahn Partners LP | 12/24/2020 | 19,354 | 20.27 |
Icahn Partners LP | 12/28/2020 | 13,156 | 20.38 |
Icahn Partners LP | 01/04/2021 | 98,162 (1) | 4.36 (2) |
Icahn Partners LP | 01/05/2021 | 166,310 (1) | 4.59 (2) |
Icahn Partners LP | 01/06/2021 | 224,499 (1) | 5.69 (2) |
Icahn Partners LP | 01/07/2021 | 144,544 (1) | 5.77 (2) |
Icahn Partners LP | 01/08/2021 | 252,147 (1) | 6.30 (2) |
Icahn Partners LP | 01/11/2021 | 192,762 (1) | 6.32 (2) |
Icahn Partners LP | 01/12/2021 | 292,328 (1) | 6.55 (2) |
Icahn Partners LP | 01/13/2021 | 1,109,659 (1) | 8.34 (2) |
Icahn Partners LP | 01/14/2021 | 701,583 (1) | 9.30 (2) |
Icahn Partners LP | 01/15/2021 | 404,152 (1) | 9.21 (2) |
Icahn Partners LP | 01/19/2021 | 6,536 (1) | 9.81 (2) |
Icahn Partners LP | 01/20/2021 | 231,019 (1) | 9.94 (2) |
Icahn Partners LP | 01/21/2021 | 584,653 (1) | 9.67 (2) |
Icahn Partners LP | 01/22/2021 | 271,527 (1) | 9.67 (2) |
Icahn Partners LP | 01/25/2021 | 764,725 (1) | 9.74 (2) |
Icahn Partners LP | 01/26/2021 | 204,630 (1) | 9.57 (2) |
Icahn Partners LP | 01/27/2021 | 1,138,839 (1) | 8.32 (2) |
Icahn Partners LP | 01/28/2021 | 315,116 (1) | 8.42 (2) |
Icahn Partners LP | 01/29/2021 | 315,127 (1) | 8.59 (2) |
Icahn Partners LP | 02/01/2021 | 263,094 (1) | 8.88 (2) |
Icahn Partners LP | 02/02/2021 | 584,653 (1) | 9.82 (2) |
Icahn Partners LP | 02/03/2021 | 749,644 (1) | 10.21 (2) |
Icahn Partners LP | 02/04/2021 | 730,723 (1) | 10.45 (2) |
Icahn Partners LP | 02/05/2021 | 584,579 (1) | 10.95 (2) |
Icahn Partners LP | 02/08/2021 | 438,441 (1) | 11.66 (2) |
Icahn Partners LP | 02/09/2021 | 876,868 (1) | 12.03 (2) |
Icahn Partners LP | 02/10/2021 | 584,579 (1) | 12.35 (2) |
Icahn Partners LP | 02/11/2021 | 1,081,804 (1) | 12.66 (2) |
Icahn Partners Master Fund LP | 12/14/2020 | 212,863 | 20.76 |
Icahn Partners Master Fund LP | 12/15/2020 | 195,941 | 20.65 |
Icahn Partners Master Fund LP | 12/16/2020 | 149,794 | 20.88 |
Icahn Partners Master Fund LP | 12/17/2020 | 209,538 | 20.91 |
Icahn Partners Master Fund LP | 12/18/2020 | 207,316 | 20.85 |
Icahn Partners Master Fund LP | 12/21/2020 | 152,360 | 20.66 |
Icahn Partners Master Fund LP | 12/23/2020 | 51,662 | 20.15 |
Icahn Partners Master Fund LP | 12/24/2020 | 13,746 | 20.27 |
Icahn Partners Master Fund LP | 12/28/2020 | 9,344 | 20.38 |
Icahn Partners Master Fund LP | 01/04/2021 | 69,719 (1) | 4.36 (2) |
Icahn Partners Master Fund LP | 01/05/2021 | 118,645 (1) | 4.59 (2) |
Icahn Partners Master Fund LP | 01/06/2021 | 159,487 (1) | 5.69 (2) |
Icahn Partners Master Fund LP | 01/07/2021 | 102,686 (1) | 5.77 (2) |
Icahn Partners Master Fund LP | 01/08/2021 | 179,129 (1) | 6.30 (2) |
Icahn Partners Master Fund LP | 01/11/2021 | 136,940 (1) | 6.32 (2) |
Icahn Partners Master Fund LP | 01/12/2021 | 207,672 (1) | 6.55 (2) |
Icahn Partners Master Fund LP | 01/13/2021 | 788,320 (1) | 8.34 (2) |
Icahn Partners Master Fund LP | 01/14/2021 | 498,417 (1) | 9.30 (2) |
Icahn Partners Master Fund LP | 01/15/2021 | 287,116 (1) | 9.21 (2) |
Icahn Partners Master Fund LP | 01/19/2021 | 4,643 (1) | 9.81 (2) |
Icahn Partners Master Fund LP | 01/20/2021 | 164,121 (1) | 9.94 (2) |
Icahn Partners Master Fund LP | 01/21/2021 | 415,347 (1) | 9.67 (2) |
Icahn Partners Master Fund LP | 01/22/2021 | 192,896 (1) | 9.67 (2) |
Icahn Partners Master Fund LP | 01/25/2021 | 543,275 (1) | 9.74 (2) |
Icahn Partners Master Fund LP | 01/26/2021 | 145,370 (1) | 9.57 (2) |
Icahn Partners Master Fund LP | 01/27/2021 | 809,051 (1) | 8.32 (2) |
Icahn Partners Master Fund LP | 01/28/2021 | 223,863 (1) | 8.42 (2) |
Icahn Partners Master Fund LP | 01/29/2021 | 223,873 (1) | 8.59 (2) |
Icahn Partners Master Fund LP | 02/01/2021 | 186,906 (1) | 8.88 (2) |
Icahn Partners Master Fund LP | 02/02/2021 | 415,347 (1) | 9.82 (2) |
Icahn Partners Master Fund LP | 02/03/2021 | 535,162 (1) | 10.21 (2) |
Icahn Partners Master Fund LP | 02/04/2021 | 519,277 (1) | 10.45 (2) |
Icahn Partners Master Fund LP | 02/05/2021 | 415,421 (1) | 10.95 (2) |
Icahn Partners Master Fund LP | 02/08/2021 | 311,559 (1) | 11.66 (2) |
Icahn Partners Master Fund LP | 02/09/2021 | 623,132 (1) | 12.03 (2) |
Icahn Partners Master Fund LP | 02/10/2021 | 415,421 (1) | 12.35 (2) |
Icahn Partners Master Fund LP | 02/11/2021 | 768,765 (1) | 12.66 (2) |
1. | Represents Shares to be acquired pursuant to a forward contract. These forward contracts expire on December 23, 2022. |
2. | Represents the amount per Share the Reporting Person paid the counterparty to the forward contract upon entering into such forward contract. The
forward price is $17.00 per Share. The forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer. In addition, the Reporting Persons paid a financing charge to the counterparty to such
forward contract. |
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
Forward Contracts
On the relevant dates listed above in Item 5(c), certain of the Reporting Persons entered into forward contracts (the "Forwards") providing for the
purchase by such Reporting Persons of an aggregate of 22,774,263 Shares at a forward price of $17.00 per share, for an aggregate forward price of approximately $387.2 million, plus a financing charge. The forward price is subject to adjustment to
account for any dividends or other distributions declared by the Issuer. The Reporting Persons also paid the counterparty to the Forwards an aggregate amount of approximately $220.3 million upon entering into such Forwards.
The Forwards provide for physical settlement, with the Reporting Person retaining the right to elect cash settlement. The Forwards do not give any
Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate. The Forwards expire on December 23, 2022.
Credit Default Swap Contracts
As of the date hereof, the Reporting Persons have entered into cash‑settled credit default swap contracts (the “Credit Default Swaps”) with unaffiliated third‑party financial institutions that reference $26 million notional amount of the Issuer’s debt. The Credit Default Swaps are currently
scheduled to expire on December 20, 2025, and pursuant to the terms of the contract, settle for cash.
Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among
the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
1 | Joint Filing Agreement of the Reporting Persons. |
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: February 11, 2021
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
By: /s/ Irene March
Name: Irene March
Title: Chief Compliance Officer
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Schedule 13D – Bausch Health Companies Inc.]
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Shares of Bausch Health Companies Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint
filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 11th day of February 2021.
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
By: /s/ Irene March
Name: Irene March
Title: Chief Compliance Officer
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Joint Filing Agreement to Schedule 13D – Bausch Health Companies Inc.]
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The following sets forth the name, position, and principal occupation of each director and executive officer of each of the Reporting
Persons. Each such person is a citizen of the United States of America. Except as otherwise indicated, the business address of each director and officer is c/o Icahn Associates Holding LLC, 16690 Collins Avenue, Sunny Isles Beach, FL 33160. To the
best of the Reporting Persons’ knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the Reporting Persons own any Shares.
ICAHN PARTNERS MASTER FUND LP
Name | Position |
Icahn Offshore LP | General Partner |
Carl C. Icahn | Chief Executive Officer |
Keith Cozza | Chief Operating Officer |
Julie Price | Vice President Operations |
Irene March | Executive Vice President; Chief Compliance Officer; Chief Financial Officer |
Marat Muratov | Controller; Authorized Signatory |
Gail Golden | Authorized Signatory |
ICAHN PARTNERS LP
Name | Position |
Icahn Onshore LP | General Partner |
Carl C. Icahn | Chief Executive Officer |
Keith Cozza | Chief Operating Officer |
Julie Price | Vice President Operations |
Irene March | Executive Vice President; Chief Compliance Officer; Chief Financial Officer |
Marat Muratov | Controller; Authorized Signatory |
Gail Golden | Authorized Signatory |
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
Name | Position |
Icahn Capital LP | General Partner |
Carl C. Icahn | Chief Executive Officer |
Keith Cozza | Chief Operating Officer |
Julie Price | Vice President Operations |
Irene March | Executive Vice President; Chief Compliance Officer; Chief Financial Officer |
Marat Muratov | Controller; Authorized Signatory |
Gail Golden | Authorized Signatory |
ICAHN CAPITAL LP
Name | Position |
IPH GP LLC | General Partner |
Carl C. Icahn | Chief Executive Officer |
Keith Cozza | Chief Operating Officer |
Julie Price | Vice President Operations |
Irene March | Executive Vice President; Chief Compliance Officer; Chief Financial Officer |
Marat Muratov | Controller; Authorized Signatory |
Gail Golden | Authorized Signatory |
IPH GP LLC
Name | Position |
Icahn Enterprises Holdings L.P. | Sole Member |
Carl C. Icahn | Chief Executive Officer |
Keith Cozza | Chief Operating Officer |
Irene March | Executive Vice President; Chief Compliance Officer |
Gail Golden | Authorized Signatory |
ICAHN ENTERPRISES HOLDINGS L.P.
Name | Position |
Icahn Enterprises G.P. Inc. | General Partner |
ICAHN ENTERPRISES G.P. INC.
Name | Position |
Carl C. Icahn | Chairman |
Brett Icahn | Director |
Alvin B. Krongard | Director |
Denise Barton | Director |
Keith Cozza | Director; Chief Executive Officer |
SungHwan Cho | Director; Chief Financial Officer |
Steve A. Mongillo | Director |
Michael Nevin | Director |
Ted Papapostolou | Principal Accounting Officer; Secretary |
Kevin McGinness | Director SEC Reporting |
Craig Pettit | Vice President of Tax Administration |
BECKTON CORP.
Name | Position |
Carl C. Icahn | Chairman of the Board; President |
Jordan Bleznick | Vice President/Taxes |
Keith Cozza | Secretary; Treasurer |
Irene March | Vice President |
Rowella Asuncion-Gumabong | Vice President |