UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT (Date of earliest event reported): November 26, 2010 (November 23, 2010)
Valeant Pharmaceuticals International, Inc.
(Exact name of registrant as specified in its charter)
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Canada
(State or other jurisdiction of incorporation)
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001-14956
(Commission File Number)
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98-0448205
(I.R.S. Employer Identification No.) |
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7150 Mississauga Road
Mississauga, Ontario
Canada
(Address of principal executive offices)
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L5N 8M5
(Zip Code) |
(905) 286-3000
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
6.875% Senior Notes due 2018
On November 23, 2010, Valeant Pharmaceuticals International (Valeant), a wholly-owned
indirect subsidiary of Valeant Pharmaceuticals International, Inc. (the Company), completed its
previously announced offering (the Senior Notes Offering) of $1 billion aggregate principal
amount of 6.875% Senior Notes due 2018 (the Senior Notes) to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and
outside the United States to non-United States persons pursuant to Regulation S under the
Securities Act. The Senior Notes have not been and will not be registered under the Securities Act
or any state securities law and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements. The Senior Notes are the senior
unsecured obligations of Valeant and are jointly and severally guaranteed on a senior unsecured
basis by the Company and each of the Companys subsidiaries (other than Valeant) that is a
guarantor under its credit facilities. Certain of the future subsidiaries of Valeant and the
Company may be required to guarantee the Senior Notes.
A portion of the proceeds of the Senior Notes Offering were used to repay Valeants tranche B
term loan facility under its credit facilities, and the balance of
the proceeds are expected to be used for general corporate purposes, including
acquisitions, debt repayment and share repurchases (including pursuant to its recently announced
securities repurchase program).
Indenture
The Senior Notes were issued pursuant to the Indenture, dated as of November 23, 2010,
among Valeant, the Company, The Bank of New York Mellon Trust
Company, as trustee, and the
guarantors named therein (the Senior Notes Indenture).
Pursuant to the Senior Notes Indenture, the Senior Notes will mature on December 1, 2018. The
Senior Notes will accrue interest at the rate of 6.875% per year. Interest on the Senior Notes will
be payable semi-annually in arrears on each June 1 and December 1, commencing on June 1, 2011.
Valeant may redeem all or a portion of the Senior Notes at any time prior to December 1, 2014,
at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the date of redemption, plus a make-whole premium. On or after December 1, 2014, Valeant may
redeem all or a portion of the Senior Notes at the redemption prices applicable to the Senior Notes
as set forth in the Senior Notes Indenture, plus accrued and unpaid interest to the date of
redemption of the Senior Notes. In addition, prior to December 1, 2013, Valeant may redeem up to
35% of the aggregate principal amount of the Senior Notes with the net proceeds of certain
equity offerings.
In the event of a Change of Control (as defined in the Senior Notes Indenture), unless Valeant
has exercised its right to redeem all of the Senior Notes, each holder of the Senior Notes may
require Valeant to repurchase such holders Senior Notes in whole or in part, at a purchase price
equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase
date of the Senior Notes.
The Senior Notes Indenture contains covenants that limit the ability of the Company and any of
its restricted subsidiaries (as such term is defined in the Senior Notes Indenture) to, among other
things:
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incur or guarantee additional debt; |
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make certain investments and other restricted payments; |
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create liens; |
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enter into transactions with affiliates; |
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engage in mergers, consolidations or amalgamations; |
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repurchase capital stock, repurchase subordinated debt and make certain
investments; and |
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transfer and sell assets. |
The Senior Notes Indenture also provides for customary events of default.