Case 3:22-cv-01823 Document 1-1 Filed 03/31/22 Page 1 of 59 PageID: 13
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` Exhibit A
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`

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`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
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` SOM-C-012010-22 03/24/2022 Pg 1 of 51 Trans ID: CHC202268232
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`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
` 
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`
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`
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`Plaintiffs,
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`
`
`
`
`
`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
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`Equity Fund, GMO International Equity Fund, GMO Tax-Managed International Equities Fund,
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`GMO Funds PLC, GMO Global Equity Allocation Investment Fund, GMO World Equity
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`Allocation Investment Fund PLC, GMO Global Real Return (UCITS) Fund, GMO Offshore
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`Master Portfolios II Ltd., GMO Event-Driven Master Portfolio, GMO Global Equity Trust, GMO
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`Master Portfolios (Onshore), L.P., GMO Mean Reversion Fund (Onshore), GMO Tax-Managed
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`Global Balanced Portfolio, and GMO Mean Reversion Special Solution Fund, L.P. (collectively,
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`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
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`Partners IV, L.P., Brahman Partners IV (Cayman), Ltd., BH Investments Fund, L.L.C., and East
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`71, Ltd. (collectively, the “Brahman Plaintiffs”), VALIC Company I, VALIC Company II,
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`SunAmerica Series Trust, and Seasons Series Trust (collectively, the “SAAMCo Plaintiffs”),
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`Discovery Global Citizens Master Fund, Ltd., Discovery Global Focus Master Fund, Ltd.,
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`Discovery Global Macro Master Fund, Ltd., and Discovery Global Opportunity Master Fund, Ltd.
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`(collectively, the “Discovery Plaintiffs”), MSD Torchlight Partners, L.P. and MSD Torchlight
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`Partners (MM), L.P. (collectively, the “MSD Plaintiffs”), Incline Global Master LP and Incline
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`Global ELS LP (collectively the “Incline Plaintiffs”), Okumus Opportunistic Value Company Ltd.
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`(“Plaintiff Okumus”), Maples Liquidation Services Limited as Voluntary Liquidator of Maverick
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`Neutral Levered Fund, Ltd., Maverick Capital Ltd., as assignee of Maverick Fund, L.D.C. and
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`Maverick Select Fund, Ltd., Maverick Fund II, Ltd., Maverick Long Enhanced Fund, Ltd.,
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`Maverick Long Fund, Ltd., and Maverick Fund USA, Ltd. (collectively, the “Maverick
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`Plaintiffs”), Pacific Select Fund and Pacific Funds Series Trust (together, the “Pacific Funds
`
`Plaintiffs”), Stichting PGGM Depositary (“Plaintiff PGGM”), Stichting Bedrijfstakpensioenfonds
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`voor het Schilders-Afwerkingsen Glaszetbedrijf (“Plaintiff Schilders”), USAA Mutual Funds
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`Trust (“Plaintiff USAA”), Internationale Kapitalanlagegesellschaft mbH (“Plaintiff INKA”),
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`Plaintiff GIC Private Ltd. (“Plaintiff GIC”), 2012 Dynasty UC LLC, Flinn Investments, LLC,
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`Lawrence Flinn, Jr. 1975 Trust FBO Adriane S. Flinn, Lawrence Flinn, Jr. 1975 Trust FBO
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`Lawrence Flinn III, LFJR 2010 GRAT Remainder Trust, LFJR 2012 Dynasty LLC - Series A,
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`Lawrence Flinn, Jr. 1975 Trust FBO Marion Flinn Moulton, Stephanie and Lawrence Flinn, Jr.
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`Charitable Trust, and Stephanie S. Flinn Master Partnership (collectively the “Privet Plaintiffs”
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`and, together with the GMO Plaintiffs, the Brahman Plaintiffs, the SAAMCo Plaintiffs, the
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`Discovery Plaintiffs, the MSD Plaintiffs, Plaintiff Okumus, the Maverick Plaintiffs, Plaintiff
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`PGGM, Plaintiff Schilders, the Pacific Funds Plaintiffs, Plaintiff INKA, and Plaintiff GIC,
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`“Plaintiffs”) through their respective undersigned attorneys, by way of this Complaint, bring this
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`action against Bausch Health Companies Inc. (f/k/a Valeant Pharmaceuticals International, Inc.)
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`(“Bausch Health”) and Bausch + Lomb Corporation (“Bausch + Lomb) for a declaratory judgment
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`pursuant to N.J.S.A. 2A:16-53 that transfers made in connection with Bausch Health’s corporate
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`spin-off of its vision health assets to Bausch + Lomb are voidable as fraudulent transfers under the
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`New Jersey Voidable Transactions Act, N.J.S.A. 25:2-20 et seq.
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`
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`-2-
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`NATURE OF THE ACTION
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`1.
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`This case arises from a corporate transaction that will prevent or impede Plaintiffs
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`from recovering billions of dollars they are owed.
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`2.
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`Bausch Health is a New Jersey-based pharmaceutical company, formerly known as
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`Valeant Pharmaceuticals International, Inc. In 2016, Bausch Health was forced to replace its
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`senior management and attempt to rebuild its reputation after it was revealed that it had engaged
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`in one of the most egregious cases of securities fraud in U.S. history. Among other things, Bausch
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`Health was forced to restate its financial statements, enter into a settlement with the United States
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`Securities and Exchange Commission (“SEC”), and settle a class action with investors for a
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`payment of more than $1.1 billion.
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`3.
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`Plaintiffs are victims of Bausch Health’s securities fraud. They represent funds that
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`invest on behalf of, inter alia, pension funds, endowments, and charitable institutions, that invested
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`in Bausch Health at a time when its stock price was artificially inflated by the fraud. Plaintiffs
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`have been engaged in protracted and complex civil litigation against Bausch Health in the United
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`States District Court for the District of New Jersey for several years.
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`4.
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`Plaintiffs’ actions are part of a group of securities fraud actions pending against
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`Bausch Health that collectively have suffered securities damages totaling $4.2 billion dollars
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`(excluding significant pre-judgment interest).1 These damages have been calculated by a
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`nationally recognized economics expert in the field of securities fraud damages and published in
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`an expert report served on Bausch Health.
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`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.
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`
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`-3-
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`5.
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`The underlying facts supporting Plaintiffs’ claims are difficult for Bausch Health
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`to dispute. In fact, Bausch Health has consented to the entry of a cease-and-desist order issued by
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`the SEC in which the SEC found that Bausch Health violated the federal securities laws by
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`engaging in the conduct that is the basis for some of the Plaintiffs’ securities fraud claims.
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`6.
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`Faced with an inescapable multi-billion dollar civil liability, Bausch Health has
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`sought to delay the resolution of Plaintiffs’ lawsuits and to effectuate a corporate transaction
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`designed to prevent or impede Plaintiffs from recovering their substantial losses. To do this,
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`Bausch Health has announced a “spin-off” of its cash-rich vision health assets (Bausch + Lomb)
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`into a new company, which leaves Bausch Health in a significantly worse financial position than
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`prior to the spin-off. Indeed, some investment analysts who closely follow the company have
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`concluded that Bausch Health will have a negative valuation of -$0.70 per share post spin-off
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`(which represents an overvaluation because it does not account for Bausch Health’s contingent
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`liabilities), whereas Bausch + Lomb will be worth almost $30 per share. Currently, Bausch Health
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`trades around $25 per share.
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`7.
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`The reason why Bausch Health is to be rendered insolvent or, at a minimum, with
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`insufficient capital to withstand normal, cyclical industry trends, is because once the planned spin-
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`off is complete, it will have transferred its vision health assets to Bausch + Lomb without receiving
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`reasonably equivalent value in return. The only value that Bausch Health is set to receive is some
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`of the cash proceeds raised in connection with an initial public offering (“IPO”) of an estimated
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`20% of Bausch + Lomb’s stock. The other 80% of Bausch + Lomb is being issued as a stock
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`dividend to Bausch Health’s other shareholders, which means that it will essentially be a “gift” to
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`existing shareholders. As a result, in an integrated transaction, Bausch Health will have transferred
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`valuable assets to Bausch + Lomb (and its new shareholders) but only received a fraction of the
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`-4-
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`value in return. To make matters worse, Bausch Health is not transferring a proportionate share
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`of liabilities to Bausch + Lomb. To the contrary, Bausch Health will be three times more leveraged
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`than Bausch + Lomb as a result of the spin-off.
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`8.
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`On information and belief, the spin-off leaves Bausch Health with insufficient
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`assets to satisfy outstanding liabilities, including the multi-billion-dollar contingent liabilities
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`represented by Plaintiffs’ federal securities fraud claims. Bausch Health has repeatedly attempted
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`to downplay the pending liabilities, assuring the market that they are of no consequence.
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`9.
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`Plaintiffs therefore bring this action for a declaratory judgment that the spin-off
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`constitutes a fraudulent transfer of assets from Bausch Health to Bausch + Lomb and is voidable
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`under the New Jersey Voidable Transactions Act.
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`JURISDICTION AND VENUE
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`10.
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`This Court has jurisdiction over Defendants because Defendants have substantial
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`connections to the State of New Jersey, including because Defendants maintain their U.S.
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`headquarters and chief executive offices in Bridgewater, New Jersey.
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`11.
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`This complaint seeks declaratory relief pursuant to N.J.S.A. 2A:16-51 et seq.,
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`which this Court has the authority to grant pursuant to N.J.S.A. 2A:16-52, which vests “[a]ll courts
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`of record” with the “power to declare rights, status and other legal relations, whether or not further
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`relief is or could be claimed.”
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`12.
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`The claims asserted herein arise under and pursuant to the New Jersey Voidable
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`Transactions Act (N.J.S.A. 25:2-20 et seq.), which provides that such claims are “governed by the
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`local law of the jurisdiction in which the debtor is located when the transfer is made or the
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`obligation is incurred.” N.J.S.A. 25:2-35. Defendant Bausch Health has its chief executive offices
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`in Bridgewater, New Jersey. As such, Defendant Bausch Health is located for the purposes of the
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`New Jersey Voidable Transactions Act in Somerset County, New Jersey. N.J.S.A. 25:2-35.
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`13.
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`Venue is also appropriate in this jurisdiction pursuant to R. 4:3-2(a) because
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`Defendants do business in this County. An action under the New Jersey Voidable Transactions
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`Act is equitable in nature and, therefore, properly brought in the Chancery Division pursuant to R.
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`4:3-1.
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`I.
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`Plaintiffs
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`PARTIES
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`14.
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`Plaintiff GMO Trust is a plaintiff in a federal securities action pending against
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`Bausch Health in the United States District Court for the District of New Jersey captioned GMO
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`Trust, et al. v. Valeant Pharmaceuticals International, Inc., et al., No. 3:18-cv-00089 (“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 Trust is a Massachusetts business trust and an investment company registered with
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`the SEC under the Investment Company Act of 1940. At all relevant times, Grantham, Mayo, Van
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`Otterloo & Co. LLC (“GMO LLC”) or an affiliate acted as investment adviser to Plaintiff GMO
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`Trust in connection with its purchases of Bausch Health common stock. GMO LLC is
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`headquartered in Boston, Massachusetts.
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`15.
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`Plaintiff GMO Alpha Only Fund is a plaintiff in the GMO 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 GMO Alpha Only
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`Fund is a series of GMO Trust. At all relevant times, GMO LLC or an affiliate acted as investment
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`adviser to Plaintiff GMO Alpha Only Fund 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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`16.
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`Plaintiff GMO Benchmark Free Fund is a plaintiff in the GMO 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 GMO
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`Benchmark Free Fund is a series of GMO Trust. At all relevant times, GMO LLC or an affiliate
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`acted as investment adviser to Plaintiff GMO Benchmark Free Fund in connection with its
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`purchases of Bausch Health common stock. GMO LLC is headquartered in Boston,
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`Massachusetts.
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`17.
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`Plaintiff GMO Implementation Fund is a plaintiff in the GMO Direct Action and is
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`a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff GMO
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`Implementation Fund is a series of GMO Trust. At all relevant times, GMO LLC or an affiliate
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`acted as investment adviser to Plaintiff GMO Implementation Fund in connection with its
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`purchases of Bausch Health common stock. GMO LLC is headquartered in Boston,
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`Massachusetts.
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`18.
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`Plaintiff GMO Developed World Stock Fund 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 Developed World Stock Fund was at all relevant times a series of GMO Trust. At all
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`relevant times, GMO LLC or an affiliate acted as investment adviser to Plaintiff GMO Developed
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`World Stock Fund in connection with its purchases of Bausch Health common stock. GMO LLC
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`is headquartered in Boston, Massachusetts.
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`19.
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`Plaintiff GMO International Large/Mid Cap Equity Fund 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 International Large/Mid Cap Equity Fund is a series of GMO Trust. At all relevant
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`times, GMO LLC or an affiliate acted as investment adviser to Plaintiff GMO International
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`Large/Mid Cap Equity Fund in connection with its purchases of Bausch Health common stock.
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`GMO LLC is headquartered in Boston, Massachusetts.
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`20.
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`Plaintiff GMO International Equity Fund is a plaintiff in the GMO 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 GMO
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`International Equity Fund is a series of GMO Trust. At all relevant times, GMO LLC or an affiliate
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`acted as investment adviser to Plaintiff GMO International Equity Fund in connection with its
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`purchases of Bausch Health common stock. GMO LLC is headquartered in Boston,
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`Massachusetts.
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`21.
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`Plaintiff GMO Tax-Managed International Equities Fund 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 International Equities Fund is a series of GMO Trust. At all relevant
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`times, GMO LLC or an affiliate acted as investment adviser to Plaintiff GMO Tax-Managed
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`International Equities Fund in connection with its purchases of Bausch Health common stock.
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`GMO LLC is headquartered in Boston, Massachusetts.
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`22.
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`Plaintiff GMO Funds PLC is a plaintiff in the GMO 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. GMO Funds PLC is an investment
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`company with variable capital incorporated with limited liability in Ireland. At all relevant times,
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`GMO LLC or an affiliate acted as investment adviser to Plaintiff GMO Funds PLC in connection
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`with its purchases of Bausch Health common stock. GMO LLC is headquartered in Boston,
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`Massachusetts.
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`23.
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`Plaintiff GMO Global Equity Allocation Investment Fund 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 Global Equity Allocation Investment Fund is a sub-fund of GMO Funds PLC. At
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`all relevant times, GMO LLC or an affiliate acted as investment adviser to Plaintiff GMO Global
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`Equity Allocation Investment Fund 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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`24.
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`Plaintiff GMO World Equity Allocation Investment Fund PLC 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 World Equity Allocation Investment Fund PLC was at all relevant times a
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`qualifying investor fund established in Ireland. At all relevant times, GMO LLC or an affiliate
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`acted as investment adviser to Plaintiff GMO World Equity Allocation Investment Fund PLC in
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`connection with its purchases of Bausch Health common stock. GMO LLC is headquartered in
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`Boston, Massachusetts.
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`25.
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`Plaintiff GMO Global Real Return (UCITS) Fund 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 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
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`(UCITS) Fund in connection with its purchases of Bausch Health common stock. GMO LLC is
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`headquartered in Boston, Massachusetts.
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`26.
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`Plaintiff GMO Offshore Master Portfolios II Ltd. 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 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
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`affiliate acted as investment adviser to Plaintiff GMO Offshore Master Portfolios II Ltd. in
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`connection with its purchases of Bausch Health common stock. GMO LLC is headquartered in
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`Boston, Massachusetts.
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`27.
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`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
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`GMO Event-Driven Master Portfolio is a separate investment portfolio constituted as a distinct
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`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
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`with its purchases of Bausch Health common stock. GMO LLC is headquartered in Boston,
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`Massachusetts.
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`28.
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`Plaintiff GMO Global Equity Trust is a plaintiff in the GMO Direct Action and is
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`a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21. Plaintiff GMO Global
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`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
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`Global Equity Trust in connection with its purchases of Bausch Health common stock. GMO LLC
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`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.
`
`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.
`
`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.
`
`33.
`
`Plaintiff Brahman Partners II, L.P. is a plaintiff in a federal securities action
`
`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.,
`
`No. 3:18-cv-00893 (“the Brahman Direct Action”) and is a creditor of Bausch Health as that term
`
`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.
`
`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.
`
`35.
`
`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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`
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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.
`
`36.
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`Plaintiff Brahman Institutional Partners, L.P. is a plaintiff in the Brahman Direct
`
`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
`
`investment adviser Brahman had its main office location in New York, New York.
`
`37.
`
`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.
`
`38.
`
`Plaintiff Brahman Partners IV, L.P. is a plaintiff in the Brahman Direct Action 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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`Partners IV, L.P. is a Delaware limited partnership whose investment adviser Brahman has its
`
`main office location in New York, New York.
`
`39.
`
`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
`
`Brahman has its main office location in New York, New York.
`
`40.
`
`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
`
`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,
`
`New York.
`
`42.
`
`Plaintiff VALIC Company I 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
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`VALIC Company I, et al. v. Valeant Pharmaceuticals International, Inc., et al., No. 3:16-cv-07496
`
`(the “SAAMCo Direct Action”) and is a creditor of Bausch Health as that term is defined in
`
`N.J.S.A. 25:2-21. Plaintiff VALIC Company I is a Delaware statutory trust with its principal place
`
`of business in Houston, Texas.
`
`43.
`
`Plaintiff VALIC Company II is a plaintiff in the SAAMCo Direct Action and is a
`
`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.
`
`44.
`
`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-
`
`21. Plaintiff SunAmerica Series Trust is a Massachusetts business trust with its principal place of
`
`business in Woodland Hills, California.
`
`45.
`
`Plaintiff Seasons Series Trust, through its trustees, is a plaintiff in the SAAMCo
`
`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
`
`in Woodland Hills, California.
`
`46.
`
`Plaintiff Discovery Global Citizens Master Fund, Ltd. is a plaintiff in a federal
`
`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
`
`Capital Management, LLC (“Discovery”) has its main office location in South Norwalk,
`
`Connecticut.
`
`47.
`
`Plaintiff Discovery Global Focus Master Fund, Ltd. is a plaintiff in the Discovery
`
`Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21.
`
`Plaintiff Discovery Global Focus Master Fund, Ltd. is a Cayman Islands fund whose investment
`
`adviser Discovery has its main office location in South Norwalk, Connecticut.
`
`48.
`
`Plaintiff Discovery Global Macro Master Fund, Ltd. is a plaintiff in the Discovery
`
`Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-21.
`
`Plaintiff Discovery Global Macro Master Fund, Ltd. is a Cayman Islands fund whose investment
`
`adviser Discovery has its main office location in South Norwalk, Connecticut.
`
`49.
`
`Plaintiff Discovery Global Opportunity Master Fund, Ltd. is a plaintiff in the
`
`Discovery Direct Action and is a creditor of Bausch Health as that term is defined in N.J.S.A. 25:2-
`
`21. Plaintiff Discovery Global Opportunity Master Fund, Ltd. is a Cayman Islands fund whose
`
`investment adviser Discovery has its main office location in South Norwalk, Connecticut.
`
`50.
`
`Plaintiff MSD Torchlight Partners, L.P. 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 MSD Torchlight Partners, L.P., et al. v. Valeant Pharmaceuticals International, Inc., et
`
`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