Bausch + Lomb’s $630 Million Initial Public Offering

Davis Polk advised Bausch Health Companies Inc. in connection with the separation of its eye health business into a new publicly traded company, Bausch + Lomb Corporation, and advised Bausch + Lomb and the selling shareholder in the IPO.
Sidley represented Morgan Stanley and Goldman Sachs & Co. LLC as representatives of the underwriters.

Bausch + Lomb announced its $630 million initial public offering of 35,000,000 common shares. The selling shareholder, a subsidiary of Bausch Health, received the net proceeds of the offering upon closing, which occurred on May 10, 2022. The common shares are listed on both the New York Stock Exchange and the Toronto Stock Exchange, in each case under the symbol “BLCO.” Following the IPO, Bausch Health expects to complete a tax-free distribution of at least 80.1% of the equity of Bausch + Lomb, subject to satisfaction of target leverage ratios and receipt of regulatory and other approvals.

Bausch Health is a global pharmaceutical and medical device company whose mission is to improve people’s lives with its healthcare products. It develops, manufactures and markets a range of pharmaceutical, medical device and over-the-counter products, primarily in the therapeutic areas of eye health, gastroenterology and dermatology. Bausch + Lomb, a leading global eye health business of Bausch Health, 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.

The Davis Polk capital markets team included partners Michael Kaplan (Picture) and Marcel Fausten, counsel Stephen A. Byeff and associates Joanna Sedlak and Isabella Enoe Moreira. The finance team included Partner Hilary Dengel. Partners Michael Mollerus and Patrick E. Sigmon provided tax advice. Partner Travis Triano provided executive compensation advice. Partner David R. Bauer provided intellectual property advice.

The Sidley team was led by New York Capital Markets partners David Ni and Mike Schiavone, and included senior managing associate John Stribling and associates Alan Williams and Konnor C. Rodriguez. The Sidley Tax team assisting on the transaction was led by partner Nicholas R. Brown and managing associate Ryan M. Kelly. Other critical support was provided by Healthcare partner Catherine Y. Starks and associate Jesse Burbank; Food, Drug and Medical Device Regulatory partner Diane C. McEnroe; Privacy and Cybersecurity counsel Ash Nagdev; Technology and Life Sciences Transactions partner Joshua T. Hofheimer; Securities Enforcement and Regulatory partner Jim Ducayet and counsel Benjamin L. Nager; and Employee Benefits and Executive Compensation partner Corey Perry.

Involved fees earner: David Bauer – Davis Polk & Wardwell; Stephen Byeff – Davis Polk & Wardwell; Hilary Dengel – Davis Polk & Wardwell; Marcel Fausten – Davis Polk & Wardwell; Michael Kaplan – Davis Polk & Wardwell; Michael Mollerus – Davis Polk & Wardwell; Isabella Enoe Moreira – Davis Polk & Wardwell; Joanna Sedlak – Davis Polk & Wardwell; Patrick Sigmon – Davis Polk & Wardwell; Travis Triano – Davis Polk & Wardwell; Nicholas Brown – Sidley Austin LLP; Jesse Burbank – Sidley Austin LLP; Jim Ducayet – Sidley Austin LLP; Joshua Hofheimer – Sidley Austin LLP; Ryan Kelly – Sidley Austin LLP; Diane McEnroe – Sidley Austin LLP; Ash Nagdev – Sidley Austin LLP; Benjamin Nager – Sidley Austin LLP; David Ni – Sidley Austin LLP; Corey Perry – Sidley Austin LLP; Konnor Rodriguez – Sidley Austin LLP; Michael Schiavone – Sidley Austin LLP; Catherine Starks – Sidley Austin LLP; John Stribling – Sidley Austin LLP; Alan Williams – Sidley Austin LLP;

Law Firms: Davis Polk & Wardwell; Sidley Austin LLP;

Clients: Bausch + Lomb Corporation; Bausch Health Companies Inc. ; Goldman Sachs & Co.; Morgan Stanley;