Icahn Amends Bausch Health Stake, Signals Ownership Change

TL;DR

**Icahn just updated his Bausch Health stake, watch for his next move!**

AI Summary

Carl Icahn and his affiliated entities, including Icahn Capital LP, filed an amendment to their Schedule 13D on February 7, 2024, indicating a change in their beneficial ownership of Bausch Health Companies Inc. common stock. The filing states that the date of the event requiring this amendment was February 5, 2024. This matters to investors because Carl Icahn is a well-known activist investor, and changes in his stake can signal his evolving strategy or sentiment towards the company, potentially influencing other investors and the stock price.

Why It Matters

Changes in Carl Icahn's holdings often precede strategic shifts or activist campaigns, making this filing a potential indicator of future corporate actions or investor sentiment for Bausch Health.

Risk Assessment

Risk Level: medium — While not a direct risk, changes in a major activist investor's position can introduce uncertainty and volatility to the stock.

Analyst Insight

Investors should monitor future filings from Carl Icahn regarding Bausch Health for more specific details on his ownership percentage and any stated intentions, as this filing only indicates a change occurred without specifying the nature or magnitude of that change.

Key Players & Entities

• Carl C. Icahn (person) — filer and beneficial owner
• Icahn Capital LP (company) — entity associated with Carl Icahn and authorized to receive communications
• Bausch Health Companies Inc. (company) — subject company of the filing
• Jesse A. Lynn, Esq. (person) — person authorized to receive notices for Icahn Capital LP

FAQ

Key Financial Figures

• $932 million — gregate purchase price of approximately $932 million. The source of funding for the Shares

Filing Documents

• n2779_x197-sc13da.htm (SC 13D/A) — 100KB
• 0001539497-24-000227.txt ( ) — 102KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Schedule 13D is hereby amended by replacing it in its entirety with the following

Item 3 of the Schedule 13D is hereby amended by replacing it in its entirety with the following: The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 34,721,118 Shares, which were purchased by the Reporting Persons for an aggregate purchase price of approximately $932 million. The source of funding for the Shares 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 for such Shares was obtained through margin borrowing.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer Items 5(a), (b) and (c) of the Schedule 13D are hereby amended by replacing them in their entirety with the following: (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 34,721,118 Shares, representing approximately 9.51% of the Issuer's outstanding Shares (based on the 365,195,048 Shares outstanding as of October 27, 2023, as reported by the Issuer in the Issuer's Form 10-Q for the quarterly period ended September 30, 2023). (b) Icahn Master has sole voting power and sole dispositive power with regard to 14,423,595 Shares. 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 20,297,523 Shares. 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 of the Schedule 13D), 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 of the Schedule 13D), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d

Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

of the Schedule 13D is hereby amended by replacing it in its entirety with the following

Item 6 of the Schedule 13D is hereby amended by replacing it in its entirety with the following: The information set forth in Item 4 of the Schedule 13D regarding the Agreement is incorporated herein by reference. One or more of the Reporting Persons are party to cash-settled equity swap agreements with Nomura Global Financial Products Inc. (the "Broker") with respect to the Shares, with reference prices and maturity dates that vary depending upon the terms of each such cash-settled equity swap agreement. Such cash-settled equity swap agreements, taken together, result in increased economic exposure of the Reporting Persons to changes in the value of the Shares during the period that such cash-settled equity swap agreements are in effect, and pursuant to the cash-settled equity swap agreements, either (i) the Reporting Persons will be obligated to pay to the Broker, in cash, a specified amount calculated in accordance with the terms of the applicable cash-settled equity swap agreement, which such amount will be based upon a decrease in value of the Shares between the date of the applicable cash-settled equity swap agreement and the maturity date set forth therein or (ii) the Broker will be obligated to pay to the Reporting Persons, in cash, a specified amount calculated in accordance with the terms of the applicable cash-settled equity swap agreement, which such amount will be based upon an increase in value of the Shares between the date of the applicable cash-settled equity swap agreement and the maturity date set forth therein. In addition, one or more of the Reporting Persons may from time to time enter into one or more additional cash-settled equity swap agreements with the Broker, or with other third parties, that result in a further increase in the economic exposure of the Reporting Persons to changes in the value of the Shares, or that result in a decrease in the economic exposure of the Reporting Persons to changes in the value of the Shares, and which

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View this SC 13D/A filing on SEC EDGAR