Letter Regarding Qualified Person Status

BAUSCH HEALTH COMPANIES INC.

August 30, 2022

To the beneficial owners, or representatives acting on behalf of beneficial owners, of the securities listed below.

Bausch Health Companies Inc. and 1375209 B.C. Ltd. (collectively, the "Offerors") are undertaking a transaction with respect to the outstanding notes listed in the table below (collectively, the “Existing Senior Notes”). This letter neither is an offer or solicitation with respect to the Existing Senior Notes nor any other security.


Title of Series


Issuer


CUSIP Numbers


9.00% Senior Notes due 2025


Bausch Health Companies Inc.


91911KAP7 / C94143AM3


9.25% Senior Notes due 2026


Bausch Health Americas, Inc.


91911XAV6 / U9098VAN2


8.50% Senior Notes due 2027


Bausch Health Americas, Inc.


91911XAW4 / U9098VAP7


5.00% Senior Notes due 2028


Bausch Health Companies Inc.


071734AH0 / C07885AD5


7.00% Senior Notes due 2028


Bausch Health Companies Inc.


071734AD9 / C07885AB9


5.00% Senior Notes due 2029


Bausch Health Companies Inc.


071734AM9 / C07885AH6


6.25% Senior Notes due 2029


Bausch Health Companies Inc.


071734AK3 / C07885AF0


7.25% Senior Notes due 2029


Bausch Health Companies Inc.


071734AF4 / C07885AC7


5.25% Senior Notes due 2030


Bausch Health Companies Inc.


071734AJ6 / C07885AE3


5.25% Senior Notes due 2031


Bausch Health Companies Inc.


071734AL1 / C07885AG8

The transaction will be available only to the following holders of Existing Senior Notes (collectively, “Eligible Holders”):
(a) persons who are reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") that are also “qualified purchasers” (as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended) in a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act, or
(b) persons other than “U.S. persons” as defined in Regulation S, outside of the United States, and who are otherwise in compliance with the requirements of Regulation S;
provided that, in each case, if such holder
(i) is resident in Canada, such holder is required to complete, sign and submit to the Information Agent a “Canadian Holder Form”, which may be obtained from the Information Agent, or
(ii) is in the European Economic Area or the United Kingdom, such holder is not a “retail investor”.

To receive further information, please complete the attached eligibility letter and return it to D.F. King & Co., Inc., as information agent (the “Information Agent”), at the address set forth therein.


PLEASE RESPOND NO LATER THAN 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 27, 2022.


  I am an "Eligible Holder"

  I am not an "Eligible Holder"

You may direct any questions to D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, Attn: Michael Horthman, Email: bhc@dfking.com, Telephone number: (212) 269-5550, (877) 478-5045 (toll-free).

Very truly yours,

BAUSCH HEALTH COMPANIES INC.