Bausch Health Looks Set to Unlock Value With Upcoming Bausch and Lomb Spin

Equity Analyst

Aaron Degagne

After a period of significant turmoil in the mid-2010s, Bausch Health has taken steps to deleverage and stabilize the business, and we think it is slowly getting back on stable footing. The company is moving forward with a spinoff of the Solta (medical aesthetics) and Bausch+Lomb (eyecare) business units in 2022. When the spinoffs are complete, we anticipate they could significantly accelerate deleveraging and put the firm in a better financial position.

Bausch has attempted to distance itself from its controversial history as Valeant Pharmaceuticals. Joseph C. Papa replaced former chief executive J. Michael Pearson in 2016, and the firm adopted the name of subsidiary Bausch in 2018. The company also committed to limiting drug price increases, which had been a source of congressional scrutiny during the heyday of the firm’s crisis.

As Valeant, the firm’s strategy was focused on making acquisitions, then cutting costs of these acquired companies by reducing sales head count. Bausch no longer has the financial flexibility to pursue this strategy. Its current strategy is more balanced, with a focus on innovation in visioncare, maintaining distribution advantages in pharma, and eliminating historical debt. Given that Bausch has a history of making acquisitions to drive business growth, we're skeptical of its ability to develop a consistent organic pipeline. Still, we see signs of progress with an increased focus on research and development and a more disciplined approach to acquisitions.

We estimate that two drugs (Xifaxan, Duobrii) could account for approximately 25% of operating income within five years. Though we expect higher drug sales regardless of pricing, Bausch’s strategy still relies on increasing gross-to-net pricing to drive growth and margin expansion. After the launch of new drugs, penetration is temporarily boosted by heavy discounting and Bausch will need to develop an organic pipeline of drugs and ophthalmology products to sustain longer-term growth. Getting additional Xifaxan indications approved will be a good litmus test for the research pipeline, as new approvals would extend patent protection for the drug.

Business Strategy & Outlook

We think previous underinvestment compounded with debt paydown priorities, which have resulted in a weak organic pipeline, will prevent Bausch from earning excess returns for the next 10 years, and we therefore assign a no-moat rating to the firm.

We don’t believe the Bausch+Lomb and international segment has a moat. This segment, which consists of contact lenses, surgical products, eye vitamins, and prescription eyecare drugs, is the largest by sales, accounting for 55% of firmwide revenue. This segment also reports pharmaceutical revenue from Canada, Europe, Asia-Pacific, and Latin America. Though Bausch is the number-one player in visioncare in China and India, it has a number-four position in the United States behind Alcon, Cooper, and Johnson & Johnson Vision.

Despite a supportive regulatory environment, especially in the U.S. market, we don’t think Bausch has a moat in contact lenses (20% of segment sales), because the firm doesn’t compete in the higher-growth daily silicone hydrogel space. Bausch is the only lens manufacturer without a widely available daily disposable SiHi lens. We think Bausch fell behind peers during previous management’s deprioritization of research and development after the acquisition of Bausch+Lomb by Bausch Health (then called Valeant) in 2013. In recent years, with increased investment spending in the segment, Bausch has begun rolling out a daily disposable silicone hydrogel, which was launched in Japan in late 2018 and the U.S. in 2020. We think this new lens will effectively compete with the premium lenses of competitors, but we don’t think simply meeting market-level benchmarks for innovation gives this business long-lasting competitive advantages. The increasing competition in premium lenses and commoditization in the value space lead us to conclude that there is no moat in contact lenses for the firm.

We believe the surgical business (15% of segment sales) has moaty characteristics, given Bausch’s decently strong market position in the space, but limited sales growth over the past three years and relatively low margins weigh on returns for the business, and we therefore don’t see a moat in surgical. Bausch has an approximate 15%-20% market share in phacoemulsification, the most common procedure used to remove the natural lens during cataract surgery. The life cycle for ophthalmic capital equipment is about 10 years, and equipment manufacturers generally launch new equipment along this life cycle (Bausch launched the Millennium phaco system in 1997, Stellaris in 2007 and Stellaris Elite in 2018). In our view, the Elite doesn’t have any particular innovations that would allow Bausch to take share from market leader Alcon, but the company is likely to maintain its current 15%-20% share Bausch customers upgrade from previous-generation Stellaris. 

Bausch has a very strong visioncare consumer business (30% of segment sales), with a product portfolio consisting of the Biotrue and ReNu lens solution lines, Lumify over-the-counter eye redness reliever, and vitamins for macular health, and we see a moat in consumer on a stand-alone basis. Lens solution is very high margin, and there is evidence supporting Biotrue’ s superior effectiveness over other solutions. In our view, inertia is the most likely reason customers stay with Biotrue, given that customers are apt to continue using solution that works, and all solutions are generally priced at around the same level. Despite an ongoing shift from reusable to daily disposable contact lenses, we think lens solution will still be needed by a large number of lens wearers for the foreseeable future, given that value-seeking lens wearers will always choose cheaper, reusable lenses, which require continuous purchase of lens solution.

Given that the most significant product lines in prescription eyecare (12% of segment sales) have exclusivity loss within the next five years, we don’t currently see a moat in this business. Still, we could revisit our view if Bausch is able to organically develop a strong prescription pipeline with patents extending beyond 10 years. The main product lines in eyecare prescription are the Lotemax and Prolensa drugs for postocular surgery, and Vyzulta for glaucoma and ocular hypertension. Lotemax and Prolensa will both experience a loss of exclusivity in the next five years, with Lotemax losing exclusivity in 2021 and Prolensa in 2024. Vyzulta, previously identified by Bausch as a “significant seven” growth product, will have exclusivity at least through 2025, with a possible extension to 2030. 

The international pharmaceutical business accounts for 23% of segment sales and consists of a variety of drugs sold outside the U.S. Though we have limited data on the business, we believe international pharmaceutical is likely less profitable than Bausch’s U.S. pharma operation, and we don’t see any material long-term competitive advantages. Historically, each country’s operation has been managed as an independent unit, and the lack of historical global cooperation in the business leans us toward a no-moat rating for this subsegment.

We see moatworthy characteristics in Bausch’s Salix Pharmaceuticals segment, but we don’t think the business earns an economic moat because of top drug Xifaxan’s patent expiry in the late 2020s.

Salix accounts for 25% of firmwide revenue and 35% of firmwide operating income, with approximately 70% of segment sales from Xifaxan, a drug for traveler’s diarrhea and irritable bowel syndrome with diarrhea. Originally approved by the U.S. Food and Drug Administration in 2004, the drug is patent protected in the United States through 2029. As part of a litigation settlement agreement with Teva Pharmaceutical, Teva can either bring a generic version to market or sell a Salix-authorized generic in 2028. We see tail risks from challenges to the drug patent from other manufacturers, with Norwich Pharmaceuticals being the latest company to file for approval of a rifaximin (Xifaxan generic) equivalent. Bausch is expected to file suit against Norwich, and though we think Xifaxan’s patent protection is solid, it can be difficult to predict the outcome of any lawsuit, and there is some chance Bausch’s Xifaxan patent could fall before the expected 2028 loss of exclusivity. Since the patent protection on the drug does not extend past a narrow-moat time frame, Bausch’s pharma unit will need to bring new drugs to market over the next decade to generate longer-term excess returns. If Bausch is unable to generate a consistent pipeline of patented drugs, sales would wane, and returns could fall below costs of capital.

Bausch’s history of making acquisitions to drive business growth contributes to our doubt in the company’s ability to develop an organic pipeline. Bausch’s recent purchase of bankrupt Synergy in late 2018 gave the company control of Trulance, a drug used to treat irritable bowel syndrome with constipation. Synergy was acquired in a stalking horse bid--as part of bankruptcy proceedings--and we think the business was acquired at a very attractive price, and we see clear synergies on the sales side with Xifaxan, also used to treat irritable bowel syndrome. Trulance’s patent will expire in 2032, giving the drug a long runway to generate profits for the business, and Bausch has identified synergy initiatives, such as increased reach and promotion, and reductions to cost of goods sold from new packaging. Still, as Trulance accounts for under 5% of segment sales, the strong position of this drug doesn’t tip the scales in favor of a moat for the Salix business. 

We acknowledge that acquisitions of certain drugs with obvious synergies can support strong returns, but we don’t think this strategy can generate long-term competitive advantages. Considering that Salix itself was acquired by Bausch in 2015, Bausch Health’s history of generating returns from organic investment is lacking, and we would need stronger evidence of drug innovation before awarding Bausch’s pharmaceutical business an economic moat. 

Bausch’s dermatology segment has been in decline since at least 2016, with annual sales falling from over $1 billion in 2015 to nearly $500 million in fiscal 2019. This drop was caused by loss of exclusivity for drugs that had been previously making meaningful contributions to the top line. However, in Duobrii, Bausch’s dermatology segment has a single drug that could account for the bulk of growth over the next five years. This drug is used to treat plaque psoriasis, and Bausch estimates covering this drug can save payers $3 million-$5 million per 1 million lives covered. 

As Duobrii will likely account for a majority of dermatology segment revenue within the next five to 10 years, and because the drug has strong patent protection through the 10-year narrow-moat period, we see evidence of a moat, and we therefore think Bausch’s dermatology business has a narrow economic moat. Patent protection of Duobrii through mid-2030 gives the dermatology business attractive intangible assets, but we see some uncertainty related to realization of price increases over time considering potential development of alternative treatments by competitors, and possible congressional action on drug pricing.

We don’t see a moat in diversified products because the business consists primarily of drugs that have gone off-patent, most of which are experiencing terminal declines. In our view, Bausch’s strategy of pushing price on drugs experiencing volume tailwinds does not represent a material competitive advantage, and we therefore think there is no moat in this business. We do acknowledge, however, that the segment is able to deliver consistently high margins and will likely continue to do so.

The most significant product franchise in diversified products is antidepressant Wellbutrin (generic: bupropion). Though generic competition entered the market in 2006, two manufacturers ceased production of the generic versions in 2010 because of evidence showing the generic was not bioequivalent. Since then, the drug has benefited from concerns about other generic options and has remained a material contributor to Bausch’s drug portfolio, accounting for 3% of firm sales. Though prescriptions have fallen quite a bit since the drug’s peak, Bausch has been able to capitalize on the drug’s reputation for good patient outcomes by continuing to increase the drug’s price to over $50 per unit, well above generic price of $0.50-$1.50. Wellbutrin has been an impressively resilient drug for Bausch, and while sales declined over 2019, franchise revenue will likely taper off slowly, and the drug should generate very strong cash flow over the coming years.

Bausch Health faces some ESG risk related to social concerns and governance uncertainties, though we think CEO Joseph Papa has done a credible job of reining in Bausch's legacy issues with drug pricing. After taking over as CEO in 2016, Papa established a patient access and pricing committee, which made several recommendations that were ultimately adopted, including immediate drug price reductions, a commitment to limit prescription drug price increases to no greater than single digits, and a review process for future pricing decisions.

Price increases on Bausch's drug products are now unlikely to make the news, though we note pricing continues to be a material driver of sales growth, particularly for gastrointestinal drug Xifaxan, which accounts for over 30% of sales. The drug had sales growth of 22% in 2019 compared with the previous year, though prescription growth was just 8%, indicating pricing is a material growth driver (sales data was distorted by the COVID-19 pandemic in 2020). Given the lower cost of the drug in other countries, drug sales could take a hit if Congress acts on drug pricing reforms, with Xifaxan particularly exposed to international drug reference pricing. Drug pricing risk, which might be an additional overhang on the firm's stock price, is unlikely to affect the spun-off eyecare business, and we think this could contribute to greater investor enthusiasm for the spun businesses compared with the market's valuation of the existing business.

From a governance perspective, 10 of the 11 board of directors are independent, with Papa the only company-linked director. While there were clear failings of the board during the previous CEO's tenure, only two current directors (Thomas W. Ross and Robert N. Power) have remained on the board since the leadership transition in 2016.

Although several major lawsuits related to shareholder concerns on the company's 2015-16 crisis period have been resolved--including a $1.1 billion shareholder class-action settlement in December 2019--there are several outstanding suits. In our view, the firm's most significant legal risk related to these legacy issues is a shareholder lawsuit raised by the California State Teachers’ Retirement System and filed in Quebec. However, given the size of the settlement on a related suit which the California Teachers' opted out of (CAD 94 million), we think it is unlikely Bausch will pay any amount greater than $100 million to the claimants.

None

Economic Moat

Bausch Health Companies Inc

Bausch Health Cos., Inc. engages in the development, manufacture and market of a range of branded, generic and branded generic pharmaceuticals, medical devices and over-the-counter products. It operates through the following segments: The Bausch + Lomb/International, Salix, Ortho Dermatologics and Diversified Products. The Bausch + Lomb/International segment consists of the sale of pharmaceutical products, over-the-counter products, and medical devices products. The Salix segment consists of sales in the U.S. of GI products. The Ortho Dermatologics segment consists of sales in the U.S. of Ortho Dermatologics (dermatological) products and global sales of Solta medical aesthetic devices. The Diversified Products segment consists of sales in the U.S. of pharmaceutical products in the areas of neurology and certain other therapeutic classes, in the U.S. of generic products, in the U.S. of dentistry products. The company was founded on March 29, 1994 and is headquartered in Laval, Canada.

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Bausch Health Cos., Inc. engages in the development, manufacture and market of a range of branded, generic and branded generic pharmaceuticals, medical devices and over-the-counter products. It operates through the following segments: Salix, International, Solta Medical, Diversified Products, and Bausch + Lomb. The Salix segment consists of sales in the U.S. of GI products. Sales of the Xifaxan product line. The International segment comprises of sales, except for sales of Bausch + Lomb products and Solta aesthetic medical devices, outside the U.S and Puerto Rico of branded pharmaceutical products, branded generic pharmaceutical and OTC products. The Solta Medical segment refers to global sales of Solta Medical aesthetic medical devices. The Diversified Products segment covers sales in the U.S. of pharmaceutical products in the areas of neurology and certain other therapeutic classes, generic products, ortho dermatologic, and dentistry products. The Bausch + Lomb segment are global sales of Bausch + Lomb vision care, surgical and ophthalmic pharmaceuticals products. The company was founded on March 29, 1994, and is headquartered in Laval, Canada.

Centers for Medicare & Medicaid Services (CMS) Launch of New Code Coincides with Liver Awareness Month, a Time to Make Liver Health a National Health Care Priority LAVAL, QC , Oct. 3, 2022 /PRNewswire/ -- Bausch Health Companies Inc. (NYSE/TSX: BHC) ("Bausch Health") and its gastroenterology business, Salix Pharmaceuticals, ("Salix"), one of the largest specialty pharmaceutical companies in the world committed to the prevention and treatment of gastrointestinal (GI) and liver diseases and disorders, announced today, their endorsement of the implementation of K76.82, an ICD-10 code from the Centers for Medicare & Medicaid Services (CMS) for hepatic encephalopathy (HE), a complication of cirrhosis that affects the brain. According to recent data, hospitalized patients readmitted within 30 days with HE have a 20% 1-year mortality rate.1 "A quick, widespread adoption of the K76.82 code may help ensure a clearer identification of patients who are at more advanced stages of disease and at greater risk for liver-related mortality and other clinical events," explained Tage Ramakrishna, Chief Medical Officer and President of R&D of Salix.

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LAVAL, Quebec , Sept. 28, 2022 /PRNewswire/ -- Bausch Health Companies Inc. (NYSE/TSX: BHC) (the "Company") announced today the final results and expiration of its previously announced offers (the "Exchange Offers") to exchange the existing senior notes set forth in the table below (the "Existing Senior Notes") for up to an aggregate principal amount of $4.0 billion (the "Maximum New Secured Notes Amount") of New Secured Notes (as defined below) and the related solicitations of consents (the "Consent Solicitations" and, together with the Exchange Offers, the "Offers") to amend certain provisions of the indentures (the "Proposed Amendments") with respect to the respective applicable series of Existing Senior Notes.

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LAVAL, QC , Sept. 14, 2022 /PRNewswire/ -- Bausch Health Companies Inc. (NYSE/TSX: BHC) (the "Company") announced today the results to date of its previously announced offers (the "Exchange Offers") to exchange the existing senior notes set forth in the table below (the "Existing Senior Notes") for up to an aggregate principal amount of $4.0 billion (subject to increase or decrease by the Offerors (as defined below), the "Maximum New Secured Notes Amount") of New Secured Notes (as defined below) and the related solicitations of consents (the "Consent Solicitations" and, together with the Exchange Offers, the "Offers") to amend certain provisions of the indentures (the "Proposed Amendments") with respect to the respective applicable series of Existing Senior Notes.

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LAVAL, Quebec , Sept. 8, 2022 /PRNewswire/ -- Bausch Health Companies Inc. (NYSE/TSX: BHC) (the "Company") clarified today certain provisions related to its previously announced offers (the "Exchange Offers") to exchange the existing senior notes (the "Existing Senior Notes") for new secured notes (the "New Secured Notes") and related solicitation of consent (the "Consent Solicitation") pursuant to the terms described in an Exchange Offer Memorandum and Consent Solicitation Statement, dated Aug. 30, 2022 (the "Exchange Offer Memorandum").

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LAVAL, Quebec , Aug. 30, 2022 /PRNewswire/ -- Bausch Health Companies Inc. (NYSE/TSX: BHC) ( "Company") announced today that it has commenced offers (the "Exchange Offers") to exchange the existing senior notes set forth in the table below (the "Existing Senior Notes") for up to an aggregate principal amount of $4.0 billion (subject to increase or decrease by the Offerors, the "Maximum New Secured Notes Amount") of new secured notes, comprised of (i) up to $2.5 billion in aggregate principal amount (the "Maximum First Lien Notes Amount") of new 11.00% First Lien Secured Notes due 2028 (the "New First Lien Notes") and up to $500.0 million in aggregate principal amount (the "Maximum Second Lien Notes Amount") of new 14.00% Second Lien Secured Notes due 2030 (the "New Second Lien Notes" and, together with the New First Lien Notes, the "New BHC Secured Notes"), in each case, to be issued by the Company, and (ii) $1.0 billion in aggregate principal amount (the "Holdco Notes Amount") of new 9.00% Senior Secured Notes due 2028 (the "Intermediate Holdco Secured Notes" and, together with the New BHC Secured Notes, the "New Secured Notes") to be issued by 1375209 B.C. Ltd. (the "Holdco Issuer" and, together with the Company, the "Offerors"), an existing wholly-owned unrestricted subsidiary of the Company that holds 38.6% of the outstanding issued and common shares of Bausch + Lomb Corporation, in each case, pursuant to the terms described in an Exchange Offer Memorandum and Consent Solicitation Statement, dated August 30, 2022 (the "Exchange Offer Memorandum").

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LAVAL, Quebec , Aug. 10, 2022 /PRNewswire/ -- Bausch Health Companies Inc. (NYSE/TSX: BHC), and its gastroenterology business Salix Pharmaceuticals, today announced that, consistent with the company's July 28, 2022, press release, the U.S. District Court of Delaware has issued a decision in the matter of Salix Pharmaceuticals, Ltd. et al v. Norwich Pharmaceuticals, Inc. finding certain XIFAXAN® (rifaximin) 550 mg HE patents valid and infringed and certain XIFAXAN composition and IBS-D patents invalid.

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CMS Issues New Specific ICD-10 Code K76.82 for HE LAVAL, QC , Aug. 10, 2022 /PRNewswire/ -- Bausch Health Companies Inc. (NYSE/TSX: BHC) ("Bausch Health") and its gastroenterology business, Salix Pharmaceuticals, ("Salix"), one of the largest specialty pharmaceutical companies in the world committed to the prevention and treatment of gastrointestinal (GI) and liver diseases and disorders, today announced its support of the publication of a new specific ICD-10 code from the Centers for Medicare & Medicaid Services (CMS) for hepatic encephalopathy (HE) based on the growing incidence of chronic liver disease in the United States.   Approximately 4.5 million adults in the U.S. have chronic liver disease1.

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