Amended Statement of Beneficial Ownership (sc 13d/a)
February 05 2016 - 5:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
VALEANT
PHARMACEUTICALS INTERNATIONAL, INC.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
91911K102
(CUSIP Number)
Steve
Fraidin
Steve Milankov
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
212-813-3700
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 4, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
13D
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CUSIP No. 91911K102 |
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Page
2
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1 |
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Name of
reporting person Pershing Square Capital Management, L.P. |
2 |
|
Check the appropriate box if a member
of a group
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds
OO (See Item 3) |
5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
30,711,122 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
30,711,122 |
11 |
|
Aggregate amount beneficially owned by each reporting person
30,711,122 |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨ |
13 |
|
Percent of class represented by amount
in Row (11) 9.0%(1) |
14 |
|
Type of reporting person
IA |
(1) |
Calculated based on 343,101,797 shares of common stock, no par value, of Valeant Pharmaceuticals International, Inc. outstanding as of October 19, 2015, as reported on Valeant Pharmaceuticals International,
Inc.s quarterly report filed on Form 10-Q on October 26, 2015. |
13D
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CUSIP No. 91911K102 |
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Page
3
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1 |
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Name of
reporting person PS Management GP, LLC |
2 |
|
Check the appropriate box if a member
of a group
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds
OO (See Item 3) |
5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
30,711,122 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
30,711,122 |
11 |
|
Aggregate amount beneficially owned by each reporting person
30,711,122 |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨ |
13 |
|
Percent of class represented by amount
in Row (11) 9.0%(2) |
14 |
|
Type of reporting person
OO |
(2) |
Calculated based on 343,101,797 shares of common stock, no par value, of Valeant Pharmaceuticals International, Inc. outstanding as of October 19, 2015, as reported on Valeant Pharmaceuticals International,
Inc.s quarterly report filed on Form 10-Q on October 26, 2015. |
13D
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CUSIP No. 91911K102 |
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Page
4
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1 |
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Name of
reporting person William A. Ackman |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds (see instructions)
OO (See Item 3) |
5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization United States |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
30,711,122 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
30,711,122 |
11 |
|
Aggregate amount beneficially owned by each reporting person
30,711,122 |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨ |
13 |
|
Percent of class represented by amount
in Row (11) 9.0%(3) |
14 |
|
Type of reporting person
IN |
(3) |
Calculated based on 343,101,797 shares of common stock, no par value, of Valeant Pharmaceuticals International, Inc. outstanding as of October 19, 2015, as reported on Valeant Pharmaceuticals International,
Inc.s quarterly report filed on Form 10-Q on October 26, 2015. |
13D
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CUSIP No. 91911K102 |
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Page
5
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This Amendment No. 3 to Schedule 13D (this Amendment No. 3)
amends and supplements the statement on Schedule 13D (the Original Schedule 13D), filed on March 25, 2015 (the Original Schedule 13D, as amended and supplemented through the date of this Amendment No. 3, the
Schedule 13D), by Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square); PS Management GP, LLC, a Delaware limited liability company (PS Management); and
William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the Reporting Persons), relating to the common stock, no par value (the Common Stock), of Valeant
Pharmaceuticals International, Inc., a corporation continued under the laws of British Columbia, Canada (the Issuer). Capitalized terms used but not defined in this amendment shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 3, the Schedule 13D is unchanged.
As of February 5, 2016, the Reporting Persons beneficially own an aggregate of 30,711,122 shares of Common Stock, representing
approximately 9.0% of the issued and outstanding shares of Common Stock of the Issuer. The Reporting Persons bought for the accounts of PS and PS II 5,000,000 shares of Common Stock and unwound certain options relating to Common Stock as described
herein.
13D
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CUSIP No. 91911K102 |
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Page
6
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ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended
and supplemented to add the following information:
(a), (b) The Reporting Persons beneficially own an aggregate of 30,711,122 shares
of Common Stock (the Subject Shares), which number includes: 21,591,122 shares of Common Stock, and 9,120,000 shares of Common Stock underlying over-the-counter American-style call options. The Subject Shares beneficially
owned by the Reporting Persons represent approximately 9.0% of the shares of Common Stock issued and outstanding (based upon 343,101,797 shares stated to be outstanding as of October 19, 2015 by the Issuer in its Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on October 26, 2015).
(c) Exhibit 99.7 and Exhibit 99.8, which are incorporated by
reference into this Item 5 as if restated in full, describes all of the transactions in the Common Stock (or options relating to Common Stock) that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing
Square Funds. Except as set forth in Exhibit 99.7 and Exhibit 99.8 attached hereto, no reportable transactions were effected by any Reporting Person within the last 60 days.
ITEM 7. |
MATERIAL TO BE FILED AS AN EXHIBIT |
Item 7 of Schedule 13D is hereby amended and
supplemented to add the following exhibits:
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Exhibit 99.8 |
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Trading data. |
13D
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CUSIP No. 91911K102 |
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Page
7
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SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the
information set forth in this statement is true, complete and correct.
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Date: February 5, 2016 |
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PERSHING SQUARE CAPITAL MANAGEMENT, L.P. |
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By: |
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PS Management GP, LLC, its General Partner |
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By: |
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/s/ William A. Ackman |
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William A. Ackman |
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Managing Member |
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PS MANAGEMENT GP, LLC |
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By: |
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/s/ William A. Ackman |
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William A. Ackman |
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Managing Member |
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/s/ William A. Ackman |
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William A. Ackman |
13D
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CUSIP No. 91911K102 |
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Page
8
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EXHIBIT INDEX
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Exhibit |
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Description |
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Exhibit 99.1 |
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Joint Filing Agreement, dated as of March 25, 2015, among Pershing Square Capital Management, L.P., PS Management GP, LLC and William A. Ackman.* |
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Exhibit 99.2 |
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Trading data.* |
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Exhibit 99.3 |
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Purchasers Letter, dated as of March 17, 2015, by Pershing Square Capital Management, L.P.* |
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Exhibit 99.4 |
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Confidentiality Agreement, by and among Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals International, Inc., dated as of March 11, 2015.* |
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Exhibit 99.5 |
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Trading data.* |
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Exhibit 99.6 |
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Form of Share Option Contract.* |
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Exhibit 99.7 |
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Trading data.* |
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Exhibit 99.8 |
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Trading data. |
Exhibit 99.8
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Name |
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Trade Date |
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Buy/Sell/ Exercise |
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No. of Shares / Quantity |
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Unit Cost |
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Strike Price |
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Trade Amount |
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Security |
|
Expiration Date |
Pershing Square, L.P. |
|
February 1, 2016 |
|
Buy |
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|
812,989 |
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$ |
93.25 |
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N/A |
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$ |
75,814,476 |
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Common Stock |
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N/A |
Pershing Square, L.P. |
|
February 2, 2016 |
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Buy |
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1,122,371 |
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$ |
93.47 |
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N/A |
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$ |
104,905,885 |
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Common Stock |
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N/A |
Pershing Square, L.P. |
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February 3, 2016 |
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Buy |
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777,130 |
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$ |
91.93 |
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N/A |
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$ |
71,445,291 |
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Common Stock |
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N/A |
Pershing Square, L.P. |
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February 4, 2016 |
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Buy |
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702,223 |
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$ |
97.70 |
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N/A |
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$ |
68,605,993 |
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Common Stock |
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N/A |
Pershing Square, L.P. |
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February 5, 2016 |
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Buy |
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1,463,542 |
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$ |
96.72 |
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N/A |
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$ |
141,555,760 |
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Common Stock |
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N/A |
Pershing Square, L.P. |
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February 5, 2016 |
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Sell to Close |
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3,297,770 |
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$ |
0.63 |
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$ |
100 |
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$ |
2,077,595 |
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OTC Call Option |
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February 8, 2016 |
Pershing Square, L.P. |
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February 5, 2016 |
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Buy to Close |
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3,297,770 |
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$ |
0.01 |
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$ |
130 |
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$ |
32,978 |
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OTC Call Option |
|
February 8, 2016 |
Pershing Square, L.P. |
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February 5, 2016 |
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Buy to Close |
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|
3,297,770 |
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$ |
0.01 |
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$ |
70 |
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$ |
32,978 |
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OTC Put Option |
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February 8, 2016 |
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Pershing Square II, L.P. |
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February 1, 2016 |
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Buy |
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20,366 |
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$ |
93.25 |
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N/A |
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$ |
1,899,211 |
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Common Stock |
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N/A |
Pershing Square II, L.P. |
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February 2, 2016 |
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Buy |
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28,002 |
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$ |
93.47 |
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N/A |
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$ |
2,617,294 |
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Common Stock |
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N/A |
Pershing Square II, L.P. |
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February 3, 2016 |
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Buy |
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19,389 |
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$ |
91.93 |
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N/A |
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$ |
1,782,524 |
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Common Stock |
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N/A |
Pershing Square II, L.P. |
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February 4, 2016 |
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Buy |
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17,530 |
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$ |
97.70 |
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N/A |
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$ |
1,712,651 |
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Common Stock |
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N/A |
Pershing Square II, L.P. |
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February 5, 2016 |
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Buy |
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36,458 |
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$ |
96.72 |
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N/A |
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$ |
3,526,268 |
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Common Stock |
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N/A |
Pershing Square II, L.P. |
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February 5, 2016 |
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Sell to Close |
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82,230 |
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$ |
0.63 |
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$ |
100 |
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$ |
51,805 |
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OTC Call Option |
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February 8, 2016 |
Pershing Square II, L.P. |
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February 5, 2016 |
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Buy to Close |
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82,230 |
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$ |
0.01 |
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$ |
130 |
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$ |
822 |
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OTC Call Option |
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February 8, 2016 |
Pershing Square II, L.P. |
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February 5, 2016 |
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Buy to Close |
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82,230 |
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$ |
0.01 |
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$ |
70 |
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$ |
822 |
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OTC Put Option |
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February 8, 2016 |
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