Bausch & Lomb Receives Required Consents on Debt Issues.ROCHESTER, N.Y. -- Bausch & Lomb (NYSE NYSE See: New York Stock Exchange : BOL BOL Bolivia (ISO Country code) BOL Books Online BOL Bole (SIL code, Nigeria) BOL Bill Of Lading BOL Beginning Of Line BOL Best Of Luck BOL Buzz Out Loud BOL Bruin Online BOL Beginning Of Life ) today announced that pursuant to its previously announced consent solicitations Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with , holders of a majority of outstanding principal amount of all issues of the Company's debt and convertible debt have delivered consents to proposed amendments to the note indentures and the waiver of specified defaults. Bausch & Lomb also indicated that approximately $116 million aggregate principal amount of the Company's senior notes have been tendered to date in its tender offers, which will expire on Friday, June 2, 2006. On May 3, 2006, the Company announced its intention to commence cash tender offers and consent solicitations for three issues of outstanding debt securities (the "Securities") totaling approximately $384 million and consent solicitations with respect to two issues of outstanding convertible debt totaling approximately $160 million. The consent solicitations (including those that were made as part of the tender offers) offered holders a fee in exchange for their consent to proposed amendments to the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. for each issue of notes that would, among other things, extend to October 2, 2006, for purposes of the indentures, the Company's deadlines to file periodic reports with the Securities and Exchange Commission (the "SEC") and to deliver compliance certificates to the Trustee under each indenture. The proposed waivers waive To intentionally or voluntarily relinquish a known right or engage in conduct warranting an inference that a right has been surrendered. For example, an individual is said to waive the right to bring a tort action when he or she renounces the remedy provided by law for such all defaults relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the failure to properly comply with these obligations prior to the effectiveness of the proposed amendments and extending until October 2, 2006. The consent deadline for all issues was originally established as May 17, 2006. The Company subsequently extended to May 26, 2006, the consent deadline for its 7.125% debentures due 2028. As of the respective consent deadlines, consents have been received and accepted in the percentages indicated for the following issues:
CUSIP No. Outstanding Principal Title of Percent Consents
Amount Security Delivered
------------------------------------------------------------------
071707AH6 $150,000,000 6.95% Notes 90%
due 2007
071707AL7 $50,000,000 5.9% Notes due 100%
2008
071707AG8 $183,873,000 7.125% 89%
Debentures
due 2028
Each holder tendering Securities in the tender offer is required to consent to the proposed amendments and waiver, and those are included in the total percentage of consents delivered indicated above. Tenders of Securities delivered as of the respective consent deadlines are now irrevocable Unable to cancel or recall; that which is unalterable or irreversible. IRREVOCABLE. That which cannot be revoked. 2. A will may at all times be revoked by the same person who made it, he having a disposing mind; but the moment the testator is . Holders of Securities have until June 2, 2006 to decide whether to tender the Securities for purchase. However, those holders that did not deliver their consents by the applicable consent deadline will not be entitled to receive the consent payment. As of the consent deadline, holders of the following issues of convertible debt had delivered consents with respect to the proposed amendments to the note indentures and a waiver of the specified defaults in the percentages indicated:
CUSIP No Outstanding Title of Percent Consents
Principal Amount Security Delivered
------------------------------------------------------------------
071707AK9 $4,098,000 Floating Rate 100%
Convertible
Senior Notes
due 2023
071707AM5 $155,902,000 Senior 82%
Convertible
Securities due
2023
In accordance with the terms of the bondholder Bondholder A firm often has stockholders and bondholders. In a liquidation, the bondholders have first priority. bondholder An individual or institution that owns bonds in a corporation or other organization. waivers and consents, Bausch & Lomb intends to complete supplemental indentures with the trustee for each such issue of notes, debentures, senior convertible securities and convertible senior notes to effect the proposed amendments. This news release contains, among other things, certain statements of a forward-looking nature relating to future events or the future business performance of Bausch & Lomb. Such statements involve a number of risks and uncertainties including, without limitation, those concerning global and local economic, political and sociological conditions; currency exchange rates; government pricing changes and initiatives with respect to healthcare products; changes in laws and regulations relating to the Company's products and the import and export of such products; product development and rationalization; enrollment and completion of clinical trials; the ability of the Company to obtain regulatory approvals; the impact of the matters described in previous news releases on sales of the Company's other lens care products or other products, the cost to the Company of recalling its ReNu(R) with MoistureLoc(R) product, defending matters in litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. , investigations and future product testing and other related costs and expenses; the outcome of the Audit Committee's continuing independent investigations of events described in the Company's prior disclosures concerning those investigations; the outcome of PriceWaterhouseCoopers' quarterly review process in connection with the filing of the Company's Quarterly Report on Form 10-Q Form 10-Q See 10-Q. for the third quarter of fiscal 2005 and of the extended year-end review process in connection with the filing of the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for fiscal 2005 and the expected, estimated adjustments described in previous news releases; the filing of the Company's 10-Q for third quarter of fiscal 2005 and its 10-K for fiscal 2005; the potential impact of previously disclosed IRS An abbreviation for the Internal Revenue Service, a federal agency charged with the responsibility of administering and enforcing internal revenue laws. claims and the Company's planned response to those IRS claims, and adequacy of the Company's tax provision relating to such matters; the possibility that the market for the sale of certain products and services may not develop as expected; the financial well-being of key customers, development partners and suppliers; the successful execution of marketing strategies; continued efforts in managing and reducing costs and expenses; the successful completion and integration of business acquisitions; the Company's success in introducing and implementing its enterprise-wide information technology initiatives, including the corresponding impact on internal controls and reporting; the Company's success in the process of management testing, including evaluation of results; continued positive relations with third party financing sources and the risk factors listed from time to time in the Company's SEC filings, including but not limited to the Current Report on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. , dated June 14, 2002 and the Form 10-Q for the quarter ended June 25, 2005. Bausch & Lomb is the eye health company, dedicated to perfecting vision and enhancing life for consumers around the world. Its core businesses include soft and rigid gas permeable gas permeable gas adj (lenses) → luftdurchlässig contact lenses contact lenses contact npl → verres mpl de contact contact lenses contact npl → Kontaktlinsen pl contact lenses npl and lens care products, and ophthalmic ophthalmic /oph·thal·mic/ (of-thal´mik) ocular (1). oph·thal·mic adj. Of or relating to the eye; ocular. Ophthalmic Pertaining to the eye. surgical and pharmaceutical products. The Bausch & Lomb name is one of the best known and most respected healthcare brands in the world. Founded in 1853, the Company is headquartered in Rochester, New York This article is about the city of Rochester in Monroe County. For the town in Ulster County, see Rochester, Ulster County, New York. Rochester, once known as The Flour City, and more recently as The Flower City or . Bausch & Lomb's 2004 revenues were $2.2 billion; it employs approximately 13,700 people worldwide and its products are available in more than 100 countries. More information about the Company is on the Bausch & Lomb Web site at www.bausch.com. Copyright Bausch & Lomb Incorporated. (R)/(TM) denote de·note tr.v. de·not·ed, de·not·ing, de·notes 1. To mark; indicate: a frown that denoted increasing impatience. 2. trademarks of Bausch & Lomb Incorporated. |
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