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. 6)*
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
With a Copy to:
Richard M. Brand
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
212-504-5757
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 22, 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
CUSIP No. 91911K102 | Page 2 |
1 | Name of reporting person
Pershing Square Capital Management, L.P. | |||||
2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | 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 | 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
CUSIP No. 91911K102 | Page 3 |
1 | Name of reporting person
PS Management GP, LLC | |||||
2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | 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 | 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
CUSIP No. 91911K102 | Page 4 |
1 | Name of reporting person
William A. Ackman | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | 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 | 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 | ||||
CUSIP No. 91911K102 | Page 5 |
This Amendment No. 6 to Schedule 13D (this Amendment No. 6) 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. 6, 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. 6, the Schedule 13D is unchanged.
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 of the Schedule 13D is hereby amended and supplemented to add the following information:
In connection with Mr. Ackmans appointment to the Issuers Board on March 21, 2016, the Issuer entered into an information sharing agreement with Pershing Square, on behalf of itself and the Pershing Square Funds, and Mr. Ackman that is filed as Exhibit 99.10. That agreement is incorporated by reference into this Item 6 as if restated in full herein.
ITEM 7. | MATERIAL TO BE FILED AS AN EXHIBIT |
Item 7 of Schedule 13D is hereby amended and supplemented to add the following exhibit:
Exhibit 99.10 | Information Sharing Agreement. |
13D | ||||
CUSIP No. 91911K102 | Page 6 |
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.
Date: March 23, 2016 | PERSHING SQUARE CAPITAL MANAGEMENT, L.P. | |||||
By: | PS Management GP, LLC, its General Partner | |||||
By: | /s/ William A. Ackman | |||||
William A. Ackman | ||||||
Managing Member | ||||||
PS MANAGEMENT GP, LLC | ||||||
By: | /s/ William A. Ackman | |||||
William A. Ackman | ||||||
Managing Member | ||||||
/s/ William A. Ackman | ||||||
William A. Ackman |
13D | ||||
CUSIP No. 91911K102 | Page 7 |
EXHIBIT INDEX
Exhibit |
Description | |
Exhibit 99.1 | Joint Filing Agreement, dated as of March 25, 2015, among Pershing Square Capital Management, L.P., PS Management GP, LLC and William A. Ackman.* | |
Exhibit 99.2 | Trading data.* | |
Exhibit 99.3 | Purchasers Letter, dated as of March 17, 2015, by Pershing Square Capital Management, L.P.* | |
Exhibit 99.4 | Confidentiality Agreement, by and among Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals International, Inc., dated as of March 11, 2015.* | |
Exhibit 99.5 | Trading data.* | |
Exhibit 99.6 | Form of Share Option Contract.* | |
Exhibit 99.7 | Trading data.* | |
Exhibit 99.8 | Trading data.* | |
Exhibit 99.9 | Information Sharing Agreement.* | |
Exhibit 99.10 | Information Sharing Agreement. |
* | Previously filed. |
Exhibit 99.10
PERSHING SQUARE CAPITAL MANAGEMENT, L.P. |
|
888 SEVENTH AVENUE, 42ND FLOOR NEW YORK, NY 10019 P: 212-813-3700 F: 212-286-1133 |
|
March 22, 2016
Valeant Pharmaceuticals International, Inc.
2150 St. Elzéar Blvd. West
Laval, Quebec
Canada, H7L 4A8
Attention: J. Michael Pearson
Dear Mr. Pearson:
I am delighted to join the Valeant Pharmaceuticals International, Inc. (Valeant) board, and I look forward to making a contribution to the company.
This letter, intended solely for the benefit of Valeant, contains a series of undertakings by myself, my firm and the investment funds that we advise (collectively, Pershing Square or we). The undertakings in the following two paragraphs of this letter will be effective so long as the confidential information shared with me as a Valeant director or shared with Pershing Square (by me or by Valeant) remains non-public, and the undertakings in the penultimate paragraph of this letter will be effective while I am a Valeant director. All such undertakings are intended to be legally binding on Pershing Square and to address various issues that we have discussed.
We are sensitive to Valeants concerns regarding confidentiality and other regulatory issues, and feel that it would be appropriate to restrict ourselves as set forth in this letter in order to address those considerations. To that end, I hereby undertake, consistent with my fiduciary duties and confidentiality obligations as a Valeant director, to refrain from communicating to anyone (whether to any company in which we have an investment or otherwise) confidential information I learn in my capacity as a director of Valeant; provided that I may communicate such information to members of my firm, Pershing Square, Cadwalader, Wickersham & Taft LLP and our other outside advisors, in each case, who need to know such information for the purpose of advising Pershing Square on its investment in Valeant; provided, further, that Pershing Square shall be (and shall cause such persons to be) bound by the same confidentiality restrictions that are otherwise applicable to me. In addition, this letter memorializes that, except as required by applicable law pursuant to the next sentence, all of Pershing Squares personnel have agreed to maintain the confidentiality of Valeants nonpublic information they obtain directly from Valeant or through my service on the Valeant board. In the event that a recipient
Valeant Pharmaceuticals International, Inc.
March 22, 2016
Page 2 of 3
of such information is required by any court, governmental or regulatory authority, or by legal process to disclose any such information, Pershing Square shall promptly notify Valeant of such requirement and cooperate with Valeant in its efforts to limit any such disclosure prior thereto; provided, that if disclosure is nonetheless legally required, the recipient may disclose such portion of the information as counsel has advised is legally required or advisable to be produced. Pershing Square (i) acknowledges that applicable United States and Canadian securities laws prohibit any person who has material nonpublic information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and (ii) agrees to comply with (and to cause Pershing Square personnel to comply with) the United States and Canadian securities laws in respect of communicating any such information and refraining from trading in Valeant securities while in possession of such information in violation of such securities laws.
Furthermore, we agree that, in connection with my service on the Valeant board, I will comply with the policies (as applied to me on a reasonable and good faith basis) applicable generally to directors of Valeant as currently in effect (together with changes to such policies imposed on a reasonable and good faith basis), and except as otherwise agreed between Pershing Square and Valeant, Pershing Square and its controlled affiliates will not engage in the purchase or sale of Valeant securities during Valeant blackout periods under the restriction calendar currently in effect, together with changes to such calendar or unscheduled blackout periods (in either case imposed on a reasonable and good faith basis). Valeant shall not be responsible for compliance by Pershing Square or me with the securities laws, including regulations relating to insider trading.
I look forward to working together with you and the board.
Very truly yours, |
William A. Ackman |
/s/ William A. Ackman |
Valeant Pharmaceuticals International, Inc.
March 22, 2016
Page 3 of 3
PERSHING SQUARE CAPITAL MANAGEMENT, L.P. |
/s/ William A. Ackman |
William A. Ackman, Managing Member |
PS Management GP, LLC, General Partner |
AGREED: | ||||
VALEANT PHARMACEUTICALS INTERNATIONAL, INC. | ||||
By: | /s/ J. Michael Pearson | |||
Name: | J. Michael Pearson | |||
Title: | Chief Executive Officer |