Current Report Filing (8-k)
November 13 2017 - 7:47AM
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): November 13, 2017 (November 13, 2017)
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).
Emerging growth company
☐
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 7.01
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Regulation FD Disclosure.
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On November 13, 2017, Valeant Pharmaceuticals International, Inc. (the
Company) announced that it has launched an offering of $750 million aggregate principal amount of 5.500% senior secured notes due 2025 (the notes). The notes will be additional notes and form part of the same series as
the Companys existing 5.500% senior secured notes due 2025. 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.
The Company is disclosing under Item 7.01 of this Current Report on Form
8-K
the following information. The sale
of the Obagi Medical Products, Inc. business was completed on November 9, 2017, and this business contributed Adjusted EBITDA of approximately $30 million for the twelve months ended September 30, 2017.
To supplement the disclosure of our financial measures prepared in accordance with GAAP, we use certain
non-GAAP
financial measures, including Adjusted EBITDA. Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, as further adjusted to exclude certain
non-recurring
and/or unusual
items. The Company does not provide reconciliations of Adjusted EBITDA
(non-GAAP)
to GAAP net income (loss) for the assets described above because they were parts of larger businesses of the registrant and
were not managed on a GAAP basis. We believe these
non-GAAP
measures are useful to investors in their assessment of our operating performance. In addition, these
non-GAAP
measures address questions we routinely receive from analysts and investors and, in order to ensure that all investors have access to similar data, we have determined that it is appropriate to make
this data available to all investors. However,
non-GAAP
financial measures are not prepared in accordance with GAAP, as they exclude certain items as described above. Therefore, the information is not
necessarily comparable to other companies and should be considered as a supplement to, not a substitute for, or superior to, measures calculated in accordance with GAAP.
The information contained in this Item 7.01 is being furnished, not filed, pursuant to Item 7.01. Accordingly, this information will not be incorporated by
reference into any registration statement filed by the Company under the Securities Act, unless specifically identified therein as being incorporated by reference.
Secured Notes Offering
The Company also issued a press release 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, a copy of the press release is attached hereto as Exhibit 99.1.
The foregoing is qualified by reference to the press release
that is attached as Exhibit 99.1 to this Current Report on Form
8-K,
which is incorporated herein by reference.
This Current Report on Form
8-K
or the press release attached hereto as Exhibit 99.1 does 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.
Item 9.01
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Financial Statements and Exhibits
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(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 November 13, 2017
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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: November 13, 2017
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