`
`
`
` Exhibit A
`
`
`
`Stephen W. Tountas
` Attorney ID No. 037962003
`KASOWITZ BENSON TORRES LLP
`One Gateway Center, Suite 2600
`Newark, NJ 07102
`Tel: 212.506.1739
` Counsel for the Privet Plaintiffs
`
`Jeffrey A. Almeida
` Attorney ID No. 037601997
`GRANT & EISENHOFER P.A.
`123 Justison Street
`Wilmington, DE 19801
`Tel: 302.622.7000
`Counsel for Plaintiff PGGM, Plaintiff
`Schilders, the Pacific Funds Plaintiffs,
`Plaintiff USAA, Plaintiff INKA, and
`Plainitiff GIC
`
`
`
`
`Lawrence M. Rolnick
` Attorney ID No. 012171992
`ROLNICK KRAMER SADIGHI LLP
`300 Executive Drive, Suite 275
`West Orange, NJ 07052
`Tel: 212.597.2800
`Counsel for GMO Plaintiffs, Brahman
`Plaintiffs,
`SAAMCo Plaintiffs, Discovery Plaintiffs,
`MSD Plaintiffs, and Incline Plaintiffs
`
`
`Patrick L. Rocco
` Attorney ID No. 24781988
`FLEISCHMAN BONNER & ROCCO LLP
`447 Springfield Avenue, Second Floor
`Summit, NJ 07901
`Tel: 908.516.2045
`Counsel for Plaintiff Okumus
`
`Karen M. Lerner
` Attorney ID No. 020931991
`KIRBY McINERNEY LLP
`250 Park Avenue, Suite 820
`New York, NY 10177
`Tel: 212.371.6600
`Counsel for Maverick Plaintiffs
`
`SUPERIOR COURT OF NEW JERSEY
`CHANCERY DIVISION
`SOMERSET COUNTY
`
`CIVIL ACTION
`
`DOCKET NO. C-
`
`COMPLAINT
`
`
`
`
`
`GMO TRUST, GMO ALPHA ONLY FUND, GMO
`BENCHMARK FREE FUND, GMO
`IMPLEMENTATION FUND, GMO DEVELOPED
`WORLD STOCK FUND, GMO INTERNATIONAL
`LARGE/MID CAP EQUITY FUND, GMO
`INTERNATIONAL EQUITY FUND, GMO TAX-
`MANAGED INTERNATIONAL EQUITIES FUND,
`GMO FUNDS PLC, GMO GLOBAL EQUITY
`ALLOCATION INVESTMENT FUND, GMO WORLD
`EQUITY ALLOCATION INVESTMENT FUND PLC,
`GMO GLOBAL REAL RETURN (UCITS) FUND,
`GMO OFFSHORE MASTER PORTFOLIOS II LTD.,
`GMO EVENT-DRIVEN MASTER PORTFOLIO, GMO
`GLOBAL EQUITY TRUST, GMO MASTER
`PORTFOLIOS (ONSHORE), L.P., GMO MEAN
`REVERSION FUND (ONSHORE), GMO TAX-
`MANAGED GLOBAL BALANCED PORTFOLIO,
`GMO MEAN REVERSION SPECIAL SOLUTION
`
`
`
`
`
`12010-22
`
` SOM-C-012010-22 03/24/2022 Pg 1 of 51 Trans ID: CHC202268232
`
`
`
`FUND, L.P., BRAHMAN PARTNERS II, L.P.,
`BRAHMAN PARTNERS III, L.P., BRAHMAN
`PARTNERS II OFFSHORE, LTD., BRAHMAN
`INSTITUTIONAL PARTNERS, L.P., BRAHMAN
`C.P.F. PARTNERS, L.P., BRAHMAN PARTNERS IV,
`L.P., BRAHMAN PARTNERS IV (CAYMAN), LTD.,
`BH INVESTMENTS FUND, L.L.C., EAST 71, LTD.,
`VALIC COMPANY I, VALIC COMPANY II,
`SUNAMERICA SERIES TRUST, SEASONS SERIES
`TRUST, DISCOVERY GLOBAL CITIZENS MASTER
`FUND, LTD., DISCOVERY GLOBAL FOCUS
`MASTER FUND, LTD., DISCOVERY GLOBAL
`MACRO MASTER FUND, LTD., DISCOVERY
`GLOBAL OPPORTUNITY MASTER FUND, LTD.,
`MSD TORCHLIGHT PARTNERS, L.P., MSD
`TORCHLIGHT PARTNERS (MM), L.P., INCLINE
`GLOBAL MASTER LP, INCLINE GLOBAL ELS LP,
`OKUMUS OPPORTUNISTIC VALUE COMPANY
`LTD., MAPLES LIQUIDATION SERVICES LIMITED
`AS VOLUNTARY LIQUIDATOR OF MAVERICK
`NEUTRAL LEVERED FUND, LTD., MAVERICK
`CAPITAL LTD., AS ASSIGNEE OF MAVERICK
`FUND, L.D.C. AND MAVERICK SELECT FUND,
`LTD., MAVERICK FUND II, LTD., MAVERICK
`LONG ENHANCED FUND, LTD., MAVERICK LONG
`FUND, LTD., MAVERICK FUND USA, LTD.,
`PACIFIC SELECT FUND, PACIFIC FUNDS SERIES
`TRUST, STICHTING
`BEDRIJFSTAKPENSIOENFONDS VOOR HET
`SCHILDERS-AFWERKINGSEN GLASZETBEDRIJF,
`STICHTING PGGM DEPOSITARY, USAA MUTUAL
`FUNDS TRUST, INTERNATIONALE
`KAPITALANLAGEGESELLSCHAFT MBH, GIC
`PRIVATE LTD., 2012 DYNASTY UC LLC, FLINN
`INVESTMENTS, LLC, LAWRENCE FLINN, JR. 1975
`TRUST FBO ADRIANE S. FLINN, LAWRENCE
`FLINN, JR. 1975 TRUST FBO LAWRENCE FLINN
`III, LFJR 2010 GRAT REMAINDER TRUST, LFJR
`2012 DYNASTY LLC - SERIES A, LAWRENCE
`FLINN, JR. 1975 TRUST FBO MARION FLINN
`MOULTON, STEPHANIE AND LAWRENCE FLINN,
`JR. CHARITABLE TRUST, and STEPHANIE S.
`FLINN MASTER PARTNERSHIP
`
`
`
`
`
`
`Plaintiffs,
`
`
`
`
`
`
`
` SOM-C-012010-22 03/24/2022 Pg 2 of 51 Trans ID: CHC202268232
`
`
`
`
`
`
`
`
`
`v.
`
`
`
`BAUSCH HEALTH COMPANIES INC. and BAUSCH
`+ LOMB CORPORATION,
`
`Defendants.
`
`
`Plaintiffs GMO Trust, GMO Alpha Only Fund, GMO Benchmark Free Fund, GMO
`
`Implementation Fund, GMO Developed World Stock Fund, GMO International Large/Mid Cap
`
`Equity Fund, GMO International Equity Fund, GMO Tax-Managed International Equities Fund,
`
`GMO Funds PLC, GMO Global Equity Allocation Investment Fund, GMO World Equity
`
`Allocation Investment Fund PLC, GMO Global Real Return (UCITS) Fund, GMO Offshore
`
`Master Portfolios II Ltd., GMO Event-Driven Master Portfolio, GMO Global Equity Trust, GMO
`
`Master Portfolios (Onshore), L.P., GMO Mean Reversion Fund (Onshore), GMO Tax-Managed
`
`Global Balanced Portfolio, and GMO Mean Reversion Special Solution Fund, L.P. (collectively,
`
`the “GMO Plaintiffs”), Brahman Partners II, L.P., Brahman Partners III, L.P., Brahman Partners
`
`II Offshore, Ltd., Brahman Institutional Partners, L.P., Brahman C.P.F. Partners, L.P., Brahman
`
`Partners IV, L.P., Brahman Partners IV (Cayman), Ltd., BH Investments Fund, L.L.C., and East
`
`71, Ltd. (collectively, the “Brahman Plaintiffs”), VALIC Company I, VALIC Company II,
`
`SunAmerica Series Trust, and Seasons Series Trust (collectively, the “SAAMCo Plaintiffs”),
`
`Discovery Global Citizens Master Fund, Ltd., Discovery Global Focus Master Fund, Ltd.,
`
`Discovery Global Macro Master Fund, Ltd., and Discovery Global Opportunity Master Fund, Ltd.
`
`(collectively, the “Discovery Plaintiffs”), MSD Torchlight Partners, L.P. and MSD Torchlight
`
`Partners (MM), L.P. (collectively, the “MSD Plaintiffs”), Incline Global Master LP and Incline
`
`
`
` SOM-C-012010-22 03/24/2022 Pg 3 of 51 Trans ID: CHC202268232
`
`
`
`
`
`Global ELS LP (collectively the “Incline Plaintiffs”), Okumus Opportunistic Value Company Ltd.
`
`(“Plaintiff Okumus”), Maples Liquidation Services Limited as Voluntary Liquidator of Maverick
`
`Neutral Levered Fund, Ltd., Maverick Capital Ltd., as assignee of Maverick Fund, L.D.C. and
`
`Maverick Select Fund, Ltd., Maverick Fund II, Ltd., Maverick Long Enhanced Fund, Ltd.,
`
`Maverick Long Fund, Ltd., and Maverick Fund USA, Ltd. (collectively, the “Maverick
`
`Plaintiffs”), Pacific Select Fund and Pacific Funds Series Trust (together, the “Pacific Funds
`
`Plaintiffs”), Stichting PGGM Depositary (“Plaintiff PGGM”), Stichting Bedrijfstakpensioenfonds
`
`voor het Schilders-Afwerkingsen Glaszetbedrijf (“Plaintiff Schilders”), USAA Mutual Funds
`
`Trust (“Plaintiff USAA”), Internationale Kapitalanlagegesellschaft mbH (“Plaintiff INKA”),
`
`Plaintiff GIC Private Ltd. (“Plaintiff GIC”), 2012 Dynasty UC LLC, Flinn Investments, LLC,
`
`Lawrence Flinn, Jr. 1975 Trust FBO Adriane S. Flinn, Lawrence Flinn, Jr. 1975 Trust FBO
`
`Lawrence Flinn III, LFJR 2010 GRAT Remainder Trust, LFJR 2012 Dynasty LLC - Series A,
`
`Lawrence Flinn, Jr. 1975 Trust FBO Marion Flinn Moulton, Stephanie and Lawrence Flinn, Jr.
`
`Charitable Trust, and Stephanie S. Flinn Master Partnership (collectively the “Privet Plaintiffs”
`
`and, together with the GMO Plaintiffs, the Brahman Plaintiffs, the SAAMCo Plaintiffs, the
`
`Discovery Plaintiffs, the MSD Plaintiffs, Plaintiff Okumus, the Maverick Plaintiffs, Plaintiff
`
`PGGM, Plaintiff Schilders, the Pacific Funds Plaintiffs, Plaintiff INKA, and Plaintiff GIC,
`
`“Plaintiffs”) through their respective undersigned attorneys, by way of this Complaint, bring this
`
`action against Bausch Health Companies Inc. (f/k/a Valeant Pharmaceuticals International, Inc.)
`
`(“Bausch Health”) and Bausch + Lomb Corporation (“Bausch + Lomb) for a declaratory judgment
`
`pursuant to N.J.S.A. 2A:16-53 that transfers made in connection with Bausch Health’s corporate
`
`spin-off of its vision health assets to Bausch + Lomb are voidable as fraudulent transfers under the
`
`New Jersey Voidable Transactions Act, N.J.S.A. 25:2-20 et seq.
`
`
`
`
`
`-2-
`
` SOM-C-012010-22 03/24/2022 Pg 4 of 51 Trans ID: CHC202268232
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`
`
`
`
`NATURE OF THE ACTION
`
`1.
`
`This case arises from a corporate transaction that will prevent or impede Plaintiffs
`
`from recovering billions of dollars they are owed.
`
`2.
`
`Bausch Health is a New Jersey-based pharmaceutical company, formerly known as
`
`Valeant Pharmaceuticals International, Inc. In 2016, Bausch Health was forced to replace its
`
`senior management and attempt to rebuild its reputation after it was revealed that it had engaged
`
`in one of the most egregious cases of securities fraud in U.S. history. Among other things, Bausch
`
`Health was forced to restate its financial statements, enter into a settlement with the United States
`
`Securities and Exchange Commission (“SEC”), and settle a class action with investors for a
`
`payment of more than $1.1 billion.
`
`3.
`
`Plaintiffs are victims of Bausch Health’s securities fraud. They represent funds that
`
`invest on behalf of, inter alia, pension funds, endowments, and charitable institutions, that invested
`
`in Bausch Health at a time when its stock price was artificially inflated by the fraud. Plaintiffs
`
`have been engaged in protracted and complex civil litigation against Bausch Health in the United
`
`States District Court for the District of New Jersey for several years.
`
`4.
`
`Plaintiffs’ actions are part of a group of securities fraud actions pending against
`
`Bausch Health that collectively have suffered securities damages totaling $4.2 billion dollars
`
`(excluding significant pre-judgment interest).1 These damages have been calculated by a
`
`nationally recognized economics expert in the field of securities fraud damages and published in
`
`an expert report served on Bausch Health.
`
`
`1 The docket numbers of those federal securities cases are: 16-cv-07321; 16-cv-07324; 16-cv-
`07494; 16-cv-07496; 17-cv-06513; 17-cv-07636; 17-cv-12088; 18-cv-00089; 18-cv-00343; 18-
`cv-00383; 18-cv-00846; 18-cv-00893; 18-cv-01223; 18-cv-08595; 18-cv-08705; 18-cv-15286;
`18-cv-17393; 20-cv-02190; 20-cv-05478; 20-cv-07460; and 20-cv-07462.
`
`
`
`-3-
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` SOM-C-012010-22 03/24/2022 Pg 5 of 51 Trans ID: CHC202268232
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`
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`5.
`
`The underlying facts supporting Plaintiffs’ claims are difficult for Bausch Health
`
`to dispute. In fact, Bausch Health has consented to the entry of a cease-and-desist order issued by
`
`the SEC in which the SEC found that Bausch Health violated the federal securities laws by
`
`engaging in the conduct that is the basis for some of the Plaintiffs’ securities fraud claims.
`
`6.
`
`Faced with an inescapable multi-billion dollar civil liability, Bausch Health has
`
`sought to delay the resolution of Plaintiffs’ lawsuits and to effectuate a corporate transaction
`
`designed to prevent or impede Plaintiffs from recovering their substantial losses. To do this,
`
`Bausch Health has announced a “spin-off” of its cash-rich vision health assets (Bausch + Lomb)
`
`into a new company, which leaves Bausch Health in a significantly worse financial position than
`
`prior to the spin-off. Indeed, some investment analysts who closely follow the company have
`
`concluded that Bausch Health will have a negative valuation of -$0.70 per share post spin-off
`
`(which represents an overvaluation because it does not account for Bausch Health’s contingent
`
`liabilities), whereas Bausch + Lomb will be worth almost $30 per share. Currently, Bausch Health
`
`trades around $25 per share.
`
`7.
`
`The reason why Bausch Health is to be rendered insolvent or, at a minimum, with
`
`insufficient capital to withstand normal, cyclical industry trends, is because once the planned spin-
`
`off is complete, it will have transferred its vision health assets to Bausch + Lomb without receiving
`
`reasonably equivalent value in return. The only value that Bausch Health is set to receive is some
`
`of the cash proceeds raised in connection with an initial public offering (“IPO”) of an estimated
`
`20% of Bausch + Lomb’s stock. The other 80% of Bausch + Lomb is being issued as a stock
`
`dividend to Bausch Health’s other shareholders, which means that it will essentially be a “gift” to
`
`existing shareholders. As a result, in an integrated transaction, Bausch Health will have transferred
`
`valuable assets to Bausch + Lomb (and its new shareholders) but only received a fraction of the
`
`
`
`-4-
`
` SOM-C-012010-22 03/24/2022 Pg 6 of 51 Trans ID: CHC202268232
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`
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`value in return. To make matters worse, Bausch Health is not transferring a proportionate share
`
`of liabilities to Bausch + Lomb. To the contrary, Bausch Health will be three times more leveraged
`
`than Bausch + Lomb as a result of the spin-off.
`
`8.
`
`On information and belief, the spin-off leaves Bausch Health with insufficient
`
`assets to satisfy outstanding liabilities, including the multi-billion-dollar contingent liabilities
`
`represented by Plaintiffs’ federal securities fraud claims. Bausch Health has repeatedly attempted
`
`to downplay the pending liabilities, assuring the market that they are of no consequence.
`
`9.
`
`Plaintiffs therefore bring this action for a declaratory judgment that the spin-off
`
`constitutes a fraudulent transfer of assets from Bausch Health to Bausch + Lomb and is voidable
`
`under the New Jersey Voidable Transactions Act.
`
`JURISDICTION AND VENUE
`
`10.
`
`This Court has jurisdiction over Defendants because Defendants have substantial
`
`connections to the State of New Jersey, including because Defendants maintain their U.S.
`
`headquarters and chief executive offices in Bridgewater, New Jersey.
`
`11.
`
`This complaint seeks declaratory relief pursuant to N.J.S.A. 2A:16-51 et seq.,
`
`which this Court has the authority to grant pursuant to N.J.S.A. 2A:16-52, which vests “[a]ll courts
`
`of record” with the “power to declare rights, status and other legal relations, whether or not further
`
`relief is or could be claimed.”
`
`12.
`
`The claims asserted herein arise under and pursuant to the New Jersey Voidable
`
`Transactions Act (N.J.S.A. 25:2-20 et seq.), which provides that such claims are “governed by the
`
`local law of the jurisdiction in which the debtor is located when the transfer is made or the
`
`obligation is incurred.” N.J.S.A. 25:2-35. Defendant Bausch Health has its chief executive offices
`
`in Bridgewater, New Jersey. As such, Defendant Bausch Health is located for the purposes of the
`
`New Jersey Voidable Transactions Act in Somerset County, New Jersey. N.J.S.A. 25:2-35.
`
`
`
`-5-
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` SOM-C-012010-22 03/24/2022 Pg 7 of 51 Trans ID: CHC202268232
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`
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`13.
`
`Venue is also appropriate in this jurisdiction pursuant to R. 4:3-2(a) because
`
`Defendants do business in this County. An action under the New Jersey Voidable Transactions
`
`Act is equitable in nature and, therefore, properly brought in the Chancery Division pursuant to R.
`
`4:3-1.
`
`I.
`
`Plaintiffs
`
`PARTIES
`
`14.
`
`Plaintiff GMO Trust is a plaintiff in a federal securities action pending against
`
`Bausch Health in the United States District Court for the District of New Jersey captioned GMO
`
`Trust, et al. v. Valeant Pharmaceuticals International, Inc., et al., No. 3:18-cv-00089 (“the GMO
`
`Direct Action”) and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21.
`
`Plaintiff GMO Trust is a Massachusetts business trust and an investment company registered with
`
`the SEC under the Investment Company Act of 1940. At all relevant times, Grantham, Mayo, Van
`
`Otterloo & Co. LLC (“GMO LLC”) or an affiliate acted as investment adviser to Plaintiff GMO
`
`Trust in connection with its purchases of Bausch Health common stock. GMO LLC is
`
`headquartered in Boston, Massachusetts.
`
`15.
`
`Plaintiff GMO Alpha Only Fund is a plaintiff in the GMO Direct Action and is a
`
`creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff GMO Alpha Only
`
`Fund is a series of GMO Trust. At all relevant times, GMO LLC or an affiliate acted as investment
`
`adviser to Plaintiff GMO Alpha Only Fund in connection with its purchases of Bausch Health
`
`common stock. GMO LLC is headquartered in Boston, Massachusetts.
`
`16.
`
`Plaintiff GMO Benchmark Free Fund is a plaintiff in the GMO Direct Action and
`
`is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff GMO
`
`Benchmark Free Fund is a series of GMO Trust. At all relevant times, GMO LLC or an affiliate
`
`acted as investment adviser to Plaintiff GMO Benchmark Free Fund in connection with its
`
`
`
`-6-
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`
`
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`purchases of Bausch Health common stock. GMO LLC is headquartered in Boston,
`
`Massachusetts.
`
`17.
`
`Plaintiff GMO Implementation Fund is a plaintiff in the GMO Direct Action and is
`
`a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff GMO
`
`Implementation Fund is a series of GMO Trust. At all relevant times, GMO LLC or an affiliate
`
`acted as investment adviser to Plaintiff GMO Implementation Fund in connection with its
`
`purchases of Bausch Health common stock. GMO LLC is headquartered in Boston,
`
`Massachusetts.
`
`18.
`
`Plaintiff GMO Developed World Stock Fund is a plaintiff in the GMO Direct
`
`Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff
`
`GMO Developed World Stock Fund was at all relevant times a series of GMO Trust. At all
`
`relevant times, GMO LLC or an affiliate acted as investment adviser to Plaintiff GMO Developed
`
`World Stock Fund in connection with its purchases of Bausch Health common stock. GMO LLC
`
`is headquartered in Boston, Massachusetts.
`
`19.
`
`Plaintiff GMO International Large/Mid Cap Equity Fund is a plaintiff in the GMO
`
`Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21.
`
`Plaintiff GMO International Large/Mid Cap Equity Fund is a series of GMO Trust. At all relevant
`
`times, GMO LLC or an affiliate acted as investment adviser to Plaintiff GMO International
`
`Large/Mid Cap Equity Fund in connection with its purchases of Bausch Health common stock.
`
`GMO LLC is headquartered in Boston, Massachusetts.
`
`20.
`
`Plaintiff GMO International Equity Fund is a plaintiff in the GMO Direct Action
`
`and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff GMO
`
`International Equity Fund is a series of GMO Trust. At all relevant times, GMO LLC or an affiliate
`
`
`
`-7-
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`
`
`
`acted as investment adviser to Plaintiff GMO International Equity Fund in connection with its
`
`purchases of Bausch Health common stock. GMO LLC is headquartered in Boston,
`
`Massachusetts.
`
`21.
`
`Plaintiff GMO Tax-Managed International Equities Fund is a plaintiff in the GMO
`
`Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21.
`
`Plaintiff GMO Tax-Managed International Equities Fund is a series of GMO Trust. At all relevant
`
`times, GMO LLC or an affiliate acted as investment adviser to Plaintiff GMO Tax-Managed
`
`International Equities Fund in connection with its purchases of Bausch Health common stock.
`
`GMO LLC is headquartered in Boston, Massachusetts.
`
`22.
`
`Plaintiff GMO Funds PLC is a plaintiff in the GMO Direct Action and is a creditor
`
`of Bausch Health as that term is defined in N.J.S.A. 25:2-21. GMO Funds PLC is an investment
`
`company with variable capital incorporated with limited liability in Ireland. At all relevant times,
`
`GMO LLC or an affiliate acted as investment adviser to Plaintiff GMO Funds PLC in connection
`
`with its purchases of Bausch Health common stock. GMO LLC is headquartered in Boston,
`
`Massachusetts.
`
`23.
`
`Plaintiff GMO Global Equity Allocation Investment Fund is a plaintiff in the GMO
`
`Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21.
`
`Plaintiff GMO Global Equity Allocation Investment Fund is a sub-fund of GMO Funds PLC. At
`
`all relevant times, GMO LLC or an affiliate acted as investment adviser to Plaintiff GMO Global
`
`Equity Allocation Investment Fund in connection with its purchases of Bausch Health common
`
`stock. GMO LLC is headquartered in Boston, Massachusetts.
`
`24.
`
`Plaintiff GMO World Equity Allocation Investment Fund PLC is a plaintiff in the
`
`GMO Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21.
`
`
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`-8-
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`
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`Plaintiff GMO World Equity Allocation Investment Fund PLC was at all relevant times a
`
`qualifying investor fund established in Ireland. At all relevant times, GMO LLC or an affiliate
`
`acted as investment adviser to Plaintiff GMO World Equity Allocation Investment Fund PLC in
`
`connection with its purchases of Bausch Health common stock. GMO LLC is headquartered in
`
`Boston, Massachusetts.
`
`25.
`
`Plaintiff GMO Global Real Return (UCITS) Fund is a plaintiff in the GMO Direct
`
`Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff
`
`GMO Global Real Return (UCITS) Fund is a sub-fund of GMO Funds PLC. At all relevant times,
`
`GMO LLC or an affiliate acted as investment adviser to Plaintiff GMO Global Real Return
`
`(UCITS) Fund in connection with its purchases of Bausch Health common stock. GMO LLC is
`
`headquartered in Boston, Massachusetts.
`
`26.
`
`Plaintiff GMO Offshore Master Portfolios II Ltd. is a plaintiff in the GMO Direct
`
`Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff
`
`GMO Offshore Master Portfolios II Ltd. is a mutual fund company incorporated with limited
`
`liability under the Companies Act 1981 of Bermuda. At all relevant times, GMO LLC or an
`
`affiliate acted as investment adviser to Plaintiff GMO Offshore Master Portfolios II Ltd. in
`
`connection with its purchases of Bausch Health common stock. GMO LLC is headquartered in
`
`Boston, Massachusetts.
`
`27.
`
`Plaintiff GMO Event-Driven Master Portfolio is a plaintiff in the GMO Direct
`
`Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff
`
`GMO Event-Driven Master Portfolio is a separate investment portfolio constituted as a distinct
`
`class of shares of GMO Offshore Master Portfolios II Ltd. At all relevant times, GMO LLC or an
`
`affiliate acted as investment adviser to Plaintiff GMO Event-Driven Master Portfolio in connection
`
`
`
`-9-
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`
`
`
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`with its purchases of Bausch Health common stock. GMO LLC is headquartered in Boston,
`
`Massachusetts.
`
`28.
`
`Plaintiff GMO Global Equity Trust is a plaintiff in the GMO Direct Action and is
`
`a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff GMO Global
`
`Equity Trust was at all relevant times an Australian registered management investment scheme.
`
`At all relevant times, GMO LLC or an affiliate acted as investment adviser to Plaintiff GMO
`
`Global Equity Trust in connection with its purchases of Bausch Health common stock. GMO LLC
`
`is headquartered in Boston, Massachusetts.
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`29.
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`Plaintiff GMO Master Portfolios (Onshore), L.P. is a plaintiff in the GMO Direct
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`Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff
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`GMO Master Portfolios (Onshore), L.P. is a limited partnership organized under the laws of
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`Delaware. At all relevant times, GMO LLC or an affiliate acted as investment adviser to Plaintiff
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`GMO Master Portfolios (Onshore), L.P. in connection with its purchases of Bausch Health
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`common stock. GMO LLC is headquartered in Boston, Massachusetts.
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`30.
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`Plaintiff GMO Mean Reversion Fund (Onshore) is a plaintiff in the GMO Direct
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`Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff
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`GMO Mean Reversion Fund (Onshore) is a separate series of GMO Master Portfolios (Onshore),
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`L.P. At all relevant times, GMO LLC or an affiliate acted as investment adviser to Plaintiff GMO
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`Mean Reversion Fund (Onshore) in connection with its purchases of Bausch Health common
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`stock. GMO LLC is headquartered in Boston, Massachusetts.
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`31.
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`Plaintiff GMO Tax-Managed Global Balanced Portfolio is a plaintiff in the GMO
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`Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21.
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`Plaintiff GMO Tax-Managed Global Balanced Portfolio is a separate series of GMO Master
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`Portfolios (Onshore), L.P. At all relevant times, GMO LLC or an affiliate acted as investment
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`adviser to Plaintiff GMO Tax-Managed Global Balanced Portfolio in connection with its purchases
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`of Bausch Health common stock. GMO LLC is headquartered in Boston, Massachusetts.
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`32.
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`Plaintiff GMO Mean Reversion Special Solution Fund, L.P. is a plaintiff in the
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`GMO Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21.
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`Plaintiff GMO Mean Reversion Special Solution Fund, L.P. was at all relevant times a Delaware
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`limited partnership. At all relevant times, GMO LLC or an affiliate acted as investment adviser to
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`Plaintiff GMO Mean Reversion Special Solution Fund, L.P. in connection with its purchases of
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`Bausch Health common stock. GMO LLC is headquartered in Boston, Massachusetts.
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`33.
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`Plaintiff Brahman Partners II, L.P. is a plaintiff in a federal securities action
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`pending against Bausch Health in the United States District Court for the District of New Jersey
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`captioned Brahman Partners II, L.P., et al. v. Valeant Pharmaceuticals International, Inc., et al.,
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`No. 3:18-cv-00893 (“the Brahman Direct Action”) and is a creditor of Bausch Health as that term
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`is defined in N.J.S.A. 25:2-21. Plaintiff Brahman Partners II, L.P. is a Delaware limited
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`partnership whose investment adviser Brahman Capital Corp. (“Brahman”) has its main office
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`location in New York, New York.
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`34.
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`Plaintiff Brahman Partners III, L.P. is a plaintiff in the Brahman Direct Action and
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`is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff Brahman
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`Partners III, L.P. is a Delaware limited partnership whose investment adviser Brahman has its main
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`office location in New York, New York.
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`35.
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`Plaintiff Brahman Partners II Offshore, Ltd. is a plaintiff in the Brahman Direct
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`Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff
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`Brahman Partners II Offshore, Ltd. is a Cayman Islands company whose investment adviser
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`Brahman has its main office location in New York, New York.
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`36.
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`Plaintiff Brahman Institutional Partners, L.P. is a plaintiff in the Brahman Direct
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`Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff
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`Brahman Institutional Partners, L.P. was at all relevant times a Delaware limited partnership whose
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`investment adviser Brahman had its main office location in New York, New York.
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`37.
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`Plaintiff Brahman C.P.F. Partners, L.P. is a plaintiff in the Brahman Direct Action
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`and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff Brahman
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`C.P.F. Partners, L.P. was at all relevant times a Delaware limited partnership whose investment
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`adviser Brahman had its main office location in New York, New York.
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`38.
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`Plaintiff Brahman Partners IV, L.P. is a plaintiff in the Brahman Direct Action and
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`is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff Brahman
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`Partners IV, L.P. is a Delaware limited partnership whose investment adviser Brahman has its
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`main office location in New York, New York.
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`39.
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`Plaintiff Brahman Partners IV (Cayman), Ltd. is a plaintiff in the Brahman Direct
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`Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff
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`Brahman Partners IV (Cayman), Ltd. is a Cayman Islands company whose investment adviser
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`Brahman has its main office location in New York, New York.
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`40.
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`Plaintiff BH Investments Fund, L.L.C. is a plaintiff in the Brahman Direct Action
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`and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff BH
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`Investments Fund, L.L.C. is a Delaware limited liability company whose investment adviser
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`Brahman has its main office location in New York, New York.
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`41.
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`Plaintiff East 71, Ltd. is a plaintiff in the Brahman Direct Action and is a creditor
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`of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff East 71, Ltd. is a Cayman
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`Islands company whose investment adviser Brahman has its main office location in New York,
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`New York.
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`42.
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`Plaintiff VALIC Company I is a plaintiff in a federal securities action pending
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`against Bausch Health in the United States District Court for the District of New Jersey captioned
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`VALIC Company I, et al. v. Valeant Pharmaceuticals International, Inc., et al., No. 3:16-cv-07496
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`(the “SAAMCo Direct Action”) and is a creditor of Bausch Health as that term is defined in
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`N.J.S.A. 25:2-21. Plaintiff VALIC Company I is a Delaware statutory trust with its principal place
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`of business in Houston, Texas.
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`43.
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`Plaintiff VALIC Company II is a plaintiff in the SAAMCo Direct Action and is a
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`creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff VALIC Company
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`II is a Delaware statutory trust with its principal place of business in Houston, Texas.
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`44.
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`Plaintiff SunAmerica Series Trust, through its trustees, is a plaintiff in the
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`SAAMCo Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-
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`21. Plaintiff SunAmerica Series Trust is a Massachusetts business trust with its principal place of
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`business in Woodland Hills, California.
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`45.
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`Plaintiff Seasons Series Trust, through its trustees, is a plaintiff in the SAAMCo
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`Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21.
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`Plaintiff Seasons Series Trust is a Massachusetts business trust with its principal place of business
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`in Woodland Hills, California.
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`46.
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`Plaintiff Discovery Global Citizens Master Fund, Ltd. is a plaintiff in a federal
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`securities action pending against Bausch Health in the United States District Court for the District
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`of New Jersey captioned Discovery Global Citizens Master Fund, Ltd., et al. v. Valeant
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`Pharmaceuticals International, Inc., et al., No. 3:16-cv-07321 (the “Discovery Direct Action”)
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`and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff Discovery
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`Global Citizens Master Fund, Ltd. is a Cayman Islands fund whose investment adviser Discovery
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`Capital Management, LLC (“Discovery”) has its main office location in South Norwalk,
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`Connecticut.
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`47.
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`Plaintiff Discovery Global Focus Master Fund, Ltd. is a plaintiff in the Discovery
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`Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21.
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`Plaintiff Discovery Global Focus Master Fund, Ltd. is a Cayman Islands fund whose investment
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`adviser Discovery has its main office location in South Norwalk, Connecticut.
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`48.
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`Plaintiff Discovery Global Macro Master Fund, Ltd. is a plaintiff in the Discovery
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`Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21.
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`Plaintiff Discovery Global Macro Master Fund, Ltd. is a Cayman Islands fund whose investment
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`adviser Discovery has its main office location in South Norwalk, Connecticut.
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`49.
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`Plaintiff Discovery Global Opportunity Master Fund, Ltd. is a plaintiff in the
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`Discovery Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-
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`21. Plaintiff Discovery Global Opportunity Master Fund, Ltd. is a Cayman Islands fund whose
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`investment adviser Discovery has its main office location in South Norwalk, Connecticut.
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`50.
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`Plaintiff MSD Torchlight Partners, L.P. is a plaintiff in a federal securities action
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`pending against Bausch Health in the United States District Court for the District of New Jersey
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`captioned MSD Torchlight Partners, L.P., et al. v. Valeant Pharmaceuticals International, Inc., et
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`al., No. 3:16-cv-07324 (the “MSD Direct Action”) and is a creditor of Bausch Health as that term
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`is defined in N.J.S.A. 25:2-21. Plaintiff MSD Torchlight Partners, L.P. is a Delaware limited
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`partnership with its main office location in New York, New York.
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`5