Item 8.01   Other Events.
Bausch + Lomb Corporation Public Filing of Registration Statement on Form S-1
On January 13, 2022, Bausch Health Companies Inc. (the "Company") issued a press
release announcing that, in connection with its previously announced intention
to separate its eye health business, its wholly owned subsidiary, Bausch + Lomb
Corporation ("Bausch + Lomb"), has publicly filed a registration statement on
Form S-1 (the "Form S-1") with the U.S. Securities and Exchange Commission and a
preliminary long form base PREP prospectus with the securities regulatory
authorities in each of the provinces and territories of Canada (other than
Quebec) relating to a proposed initial public offering ("IPO") of Bausch +
Lomb's common shares (the "Common Shares") concurrently in the United States and
Canada.
The foregoing is qualified by reference to the press release that is attached as
Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by
reference.
Item 7.01   Regulation FD Disclosure.
The Form S-1 includes certain information relating to the anticipated terms of
the transactions by which the Company currently expects to transfer all of its
remaining indirect equity interest in Bausch + Lomb to its shareholders. This
transfer is currently expected to be effected pursuant to the public company
"butterfly reorganization" rules in Section 55 of the Income Tax Act (Canada) by
way of an arrangement under applicable corporate law (the "Arrangement"). The
Company currently expects the Arrangement to be implemented in accordance with
the terms and subject to the conditions set out in the plan of arrangement
appended to an Arrangement Agreement that is intended to be entered into prior
to the closing of the offering described in the Form S-1 between, among others,
the Company and Bausch + Lomb (the "Arrangement Agreement").
The Arrangement Agreement is expected to set out certain representations,
warranties, covenants and indemnities of the parties, as well as certain
conditions precedent which must be satisfied or waived in order for the
Arrangement to be completed, together with certain rights of termination.
Certain material terms of the proposed Arrangement Agreement are described below
and in the Form S-1. These descriptions of the Arrangement Agreement and the
Arrangement are summaries of certain expected terms of the Arrangement Agreement
and Arrangement only. They may not contain all of the information about the
Arrangement Agreement or the Arrangement, and the Arrangement Agreement is
subject to further change prior to its execution, and it may thereafter be
amended, modified and/or restated in accordance with its terms and no reliance
should be placed on them for any purpose. A copy of the executed Arrangement
Agreement, which will append the current plan of arrangement that is expected to
implement the Arrangement, will be filed with the Securities and Exchange
Commission and on the Company's profile on SEDAR at www.sedar.com following its
execution, and will also be filed as an exhibit to the Form S-1.
Among other things, the Arrangement Agreement contains certain covenants to
support the treatment of the Arrangement as a "butterfly reorganization"
pursuant to Section 55 of the Tax Act, with no material Canadian federal income
tax payable by the Company or its shareholders, and Bausch + Lomb and its
shareholders. These tax covenants are described in more detail in the Form S-1,
but they may restrict the Company from taking certain actions that it might
otherwise choose to take following the effective date of the Arrangement.
Generally, the Arrangement Agreement provides that the Company and Bausch + Lomb
will each indemnify, defend and hold harmless the other and that other party's
subsidiaries and their respective officers, employees and agents from and
against any and all losses relating to, arising out of or resulting from,
directly or indirectly, a breach of their respective tax-related covenants in
the Arrangement Agreement.
The Company will have no obligation to complete the Arrangement, and it will
have the ability to unilaterally terminate the Arrangement Agreement in its sole
discretion at any time before the Arrangement is implemented. The completion of
the Arrangement is expected to be subject to a number of conditions precedent,
many of which will be outside the control of the Company and/or Bausch + Lomb.
These conditions precedent are expected to include, but are not limited to the
following: receipt of any necessary regulatory or other approvals, existence of
satisfactory market conditions, and. in the case of a tax-free transaction (such
as the intended Arrangement), an opinion of counsel and the tax ruling requested
from the Canada Revenue Agency confirming the tax-free treatment of the
transaction to the Company and Bausch + Lomb, and their respective shareholders
and receipt by the Company's board of directors of one or more opinions from an
independent appraisal firm confirming the solvency and financial viability of
the Company prior to the Arrangement and of the Company and Bausch + Lomb after
consummation of the Arrangement and the other applicable that are set out in the
Form S-1. Completion of any plan of arrangement under applicable corporate law
would also be subject to approvals, including by receipt of applicable
shareholder approvals and receipt of and compliance with the interim and final
orders from the British Columbia Supreme Court. At the hearing for the final
order under any plan of arrangement, the British Columbia Supreme Court will
consider whether to approve the Arrangement based on the applicable legal
requirements and the evidence before the Court as to, among other things,
whether the plan of arrangement is fair and reasonable. Other conditions
precedent which are outside the control of the Company include, without
limitation, approvals of the NYSE and the TSX. There can be no certainty, nor
can the Company provide any assurance,

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that all conditions precedent to the Arrangement, whether under the Arrangement
Agreement or otherwise, will be satisfied or waived, or, if satisfied or waived,
when they will be satisfied or waived.
The Company's shareholders are expected to have an opportunity to consider and
approve the Arrangement at a meeting of shareholders to be called in due course.
The information in this Item 7.01, is being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject
to the liabilities of that Section. The information in this Item 7.01 shall not
be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended (the "Securities Act").
This Current Report on Form 8-K and the press release attached hereto as Exhibit
99.1 do not constitute an offer to sell or the solicitation of an offer to buy
these securities, nor shall there be any offer, solicitation or sale of these
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful. These securities will not be sold in the United States other than
pursuant to an effective registration statement.
Item 9.01.  Financial Statements and Exhibits.
(d)  Exhibits
Exhibit No.                   Description
  99.1*                         Press release announcing Bausch + Lomb's public filing of a
                              registration statement on Form S-1, dated January 13, 2022.
                              The cover page from this Current Report on Form 8-K, formatted in
104*                          Inline XBRL.

____________________________________

* Filed herewith.

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