8-K

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 6, 2017 (March 6, 2017)

Valeant Pharmaceuticals International, Inc.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia, Canada	001-14956	98-0448205
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
	2150 St. Elzéar Blvd. West Laval, Quebec Canada H7L 4A8
(Address of Principal Executive Offices)(Zip Code)
	514-744-6792
(Registrant’s 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On March 6, 2017, Valeant Pharmaceuticals International, Inc. (the “Company”) issued a press release announcing a proposed refinancing and amendment (the “Refinancing”) of its existing credit agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press release of Valeant Pharmaceuticals International, Inc. dated March 6, 2017

2 

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.

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
By:	/s/ Paul S. Herendeen
	Name:	Paul S. Herendeen
	Title:	Executive Vice President and Chief Financial Officer

Date: March 6, 2017

3 

EXHIBIT INDEX

Exhibit Number		Description
99.1	Press release of Valeant Pharmaceuticals International, Inc. dated March 6, 2017

4 

EX-99.1

Exhibit 99.1

 

Contact Information: 

Elif McDonald 

elif.mcdonald@valeant.com 

514-856-3855 

877-281-6642 (toll free)

Media: 

Renée Soto 

or 

Chris Kittredge/Jared Levy 

Sard Verbinnen & Co. 

212-687-8080

VALEANT COMPLETES APPROXIMATELY $1.1 BILLION PAY DOWN OF SENIOR SECURED TERM LOANS FROM DIVESTITURES; TO SEEK REFINANCING AND AMENDMENT OF CREDIT AGREEMENT

LAVAL, Quebec, March 6, 2017 – Valeant Pharmaceuticals International, Inc. (NYSE/TSX: VRX) (“Valeant” or the “Company”) today announced that following the successful closure of the skincare products asset sale on March 3, 2017, Valeant has used the net proceeds of the sale to pay down approximately $1.1 billion of its senior secured term loans. This debt repayment further enhances the company’s confidence in meeting its goals, and it is taking this opportunity to refinance and amend additional portions of its outstanding debt to further create operating flexibility.

Valeant is seeking to refinance and amend the Company’s existing credit agreement (the “Credit Agreement”), borrow new Term B loans under the Credit Agreement and issue new secured debt securities (together, the “Refinancing”). The Refinancing is expected to have the effect of extending the maturity date of the revolving facility and the Term B loans that mature prior to 2022, repaying all of the outstanding Term A loans, removing the maintenance covenants from the Term B loans, modifying the maintenance covenants under the revolving facility, modifying certain other provisions of the Credit Agreement and repaying a portion of the Company’s outstanding 6.75% Senior Notes due 2018.

The Refinancing is subject to market and other conditions and is anticipated to close in the first quarter of 2017. However, there can be no assurance that the Company will be able to successfully complete the Refinancing, on the terms described above, or at all.

The debt securities will not be registered under the Securities Act of 1933, as amended (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 registration under the Securities Act and applicable state securities laws. The debt securities will be offered in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The debt securities 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.

This release is being issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

About Valeant

Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, gastrointestinal disorders, eye health, neurology and branded generics.

Forward-looking Statements

This press release may contain forward-looking statements, including, but not limited to, our Refinancing and the details thereof, including the proposed use of proceeds therefrom, the expected timing of the closing of the Refinancing and our ability to close such Refinancing, the planned amendments to our Credit Agreement proposed in connection with such Refinancing, the potential offering debt securities proposed in connection with the Refinancing and the details thereof, the potential extension of the maturity date of the revolving facility and the Term B loans and the other expected effects of the Refinancing. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in the Company’s most recent annual and quarterly reports and detailed from time to time in Valeant’s other filings with the Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Valeant undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes, unless required by law.

2 | Page