On November 9, 2017, Valeant Pharmaceuticals International, Inc. (the
Company) launched an amendment to its existing credit agreement seeking to reprice those term loans that will remain outstanding under its Series F Tranche B Term Loan facility immediately after consummation of the Offering (as described
below) and the use of proceeds thereof, and to make certain other changes to its existing credit agreement (the Repricing Transaction).
Prior
to the closing of the Repricing Transaction, the Company intends to launch and close an offering (the Offering) of $750 million aggregate principal amount of senior secured notes (the notes). The proceeds from the Offering
will be used to pay down term loan debt outstanding prior to the consummation of the Repricing Transaction. 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
Offering and the Repricing Transaction are each subject to market and other conditions and are each anticipated to close in November 2017. However, there can be no assurance that the Company will be able to successfully complete the Offering or the
Repricing Transaction, on the terms described above, or at all.
The Company is disclosing under Item 7.01 of this Current Report on Form 8-K the
following information. The sale of the Companys CeraVe
®
, AcneFree and AMBI
®
skincare brands (the Skincare Sale)
was completed on March 3, 2017 and the Company no longer holds the rights to these three products. The CeraVe
®
, AcneFree and
AMBI
®
skincare brands involved in the Skincare Sale contributed Adjusted EBITDA of approximately $30 million for the twelve months ended September 30, 2017. The sale of all outstanding
equity interests in Dendreon Pharmaceuticals, LLC was completed on June 28, 2017 and this business contributed Adjusted EBITDA of approximately $95 million for the twelve months ended September 30, 2017. The sale of our iNova
Pharmaceuticals business was completed on September 29, 2017, and this business contributed Adjusted EBITDA of approximately $125 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.
This Current Report on Form 8-K, 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.