Current Report Filing (8-k)
March 13 2018 - 4:54PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported): March 13, 2018 (March 12, 2018)
Valeant Pharmaceuticals International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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British Columbia, Canada
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001-14956
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98-0448205
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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2150 St. Elzéar Blvd. West
Laval, Quebec
Canada H7L
4A8
(Address of Principal Executive Offices)(Zip Code)
514-744-6792
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
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Item 8.01 Other Events.
Unsecured Notes Offering
On March 12, 2018, Valeant
Pharmaceuticals International (the Issuer), a wholly owned indirect subsidiary of Valeant Pharmaceuticals International, Inc. (Valeant), announced that it has launched and priced an offering of $1,500 million aggregate
principal amount of its 9.250% unsecured senior notes due 2026 (the notes). The aggregate size of the offering reflects an increase of $250 million from the previously announced offering size. The notes were offered at par. The notes
will be offered in the United States to qualified institutional investors pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and outside the United States to
non-U.S.
persons pursuant to Regulation S under the Securities Act.
Valeant also issued press releases pursuant
to Rule 135c under the Securities Act relating to the offering of the notes. In accordance with Rule 135c(d) under the Securities Act, copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 to this Current Report on Form
8-K,
which are incorporated herein by reference.
The foregoing is qualified by reference to the press releases that are
attached as Exhibits 99.1 and 99.2 to this Current Report on Form
8-K,
which are incorporated herein by reference.
This Current Report on Form
8-K
and the press releases attached hereto as Exhibits 99.1 and 99.2 do not constitute an
offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities will not
be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable
state securities laws. The notes have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities laws and, accordingly, any offer and sale of the securities in Canada will be made on a basis which is
exempt from the prospectus requirements of such securities laws.
Tender Offers
On March 12, 2018, the Issuer and Valeant announced the launch of offers to purchase for cash up to $1,250 million aggregate principal amount across
the Issuers outstanding 6.375% Senior Notes due 2020, Valeants outstanding 5.375% Senior Notes due 2020 and the Issuers outstanding 6.750% Senior Notes due 2021 (the Tender Offers). The Tender Offers will expire at
11:59 p.m., New York City time, on April 9, 2018 (unless extended), and tendered notes may be withdrawn at or prior to, but not after, 5:00 p.m., New York City time, on March 23, 2018 (unless extended).
On March 12, 2018, the Issuer and Valeant also announced an upsize of the Tender Offers to $1,500 million from $1,250 million.
The foregoing is qualified by reference to the press release that is attached as Exhibit 99.3 and 99.4 to this Current Report on Form
8-K,
which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Press release announcing the launch of the notes offering, dated March 12, 2018
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99.2
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Press release announcing the pricing of the notes offering, dated March 12, 2018
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99.3
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Press release announcing the launch of the Tender Offers, dated March 12, 2018
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99.4
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Press release announcing the upsize of the Tender Offers, dated March 12, 2018
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EXHIBIT INDEX
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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VALEANT PHARMACEUTICALS INTERNATIONAL, INC
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By:
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/s/ Paul S. Herendeen
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Name:
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Paul S. Herendeen
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Title:
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Executive Vice President and Chief Financial Officer
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Date: March 13, 2018
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