8-K

UNITED STATES

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): February 7, 2013 (February 7, 2013)

Valeant Pharmaceuticals International, Inc.

(Exact name of registrant as specified in its charter)

Canada	001-14956	98-0448205
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S Employer Identification No.)

4787 Levy Street,

Montreal, Quebec

Canada H4R 2P9

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code): (514) 744-6792

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 7.01 Regulation FD Disclosure

Valeant Pharmaceuticals International, Inc. (the “Company”) intends to amend its senior secured credit facility (the “Credit Facility Amendment”). A meeting is scheduled between senior officers of the Company and its lenders to be held on February 8, 2013 related to the Credit Facility Amendment. The terms of the Credit Facility Amendment are expected to include a reduction in the interest rates on its existing $1 billion series C tranche B term loans due 2019 and its existing $1.3 billion series D tranche B term loans due 2019, and certain other amendments. Subject to market and other conditions, the Company intends to complete the Credit Facility Amendment on or around February 19, 2013. There can be no assurances that such Credit Facility Amendment will be completed on these terms or at all.

Attached hereto as Exhibit 99.1 is a presentation prepared in connection with the lenders meeting. In its presentation, the Company will disclose that for the Fiscal Year ended December 31, 2012, pro forma for all announced acquisitions, the Company’s guidance for adjusted EBITDA is in the range of $2,445 - $2,495 million. The Company will also re-affirm, as of February 8, 2013, certain guidance for the year ended December 31, 2012 and its 2013 guidance issued on January 4, 2013.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Presentation of Valeant Pharmaceuticals International, Inc. dated February 8, 2013.

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.
Date: February 7, 2013	By:	/s/ Howard B. Schiller
		Howard B. Schiller
		Executive Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Presentation of Valeant Pharmaceuticals International, Inc. dated February 8, 2013.

EX-99.1

Valeant Pharmaceuticals International, Inc.

Lenders’

Presentation

February 8, 2013

Exhibit 99.1

Forward-looking Statements

Forward-looking Statements

Certain statements made in this presentation may constitute forward-looking statements, including, but not limited to, statements

regarding preliminary results and guidance with respect to expected revenues, non-GAAP cash earnings per share, adjusted cash flows

from operations, organic product sales growth, integration-related activities and benefits, synergies, launches and approvals of

products, and assumptions with respect to 2013 guidance of Valeant Pharmaceuticals International, Inc. (the “Company”). Forward-

looking

statements

may

be

identified

by

the

use

of

the

words

“anticipates,”

“expects,”

“intends,”

“plans,”

“could,”

“should,”

“would,”

“may,”

“will,”

“believes,”

“estimates,”

“potential,”

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 or quarterly report filed with the Securities and Exchange

Commission ("SEC") and other risks and uncertainties detailed from time to time in the Company's filings with the SEC and the

Canadian Securities Administrators ("CSA"), which factors are incorporated herein by reference. Readers are cautioned not to place

undue reliance on any of these forward-looking statements. The Company undertakes no obligation to update any of these forward-

looking statements to reflect events or circumstances after the date of this presentation or to reflect actual outcomes.

Non-GAAP Information

To

supplement

the

financial

measures

prepared

in

accordance

with

generally

accepted

accounting

principles

(GAAP),

the

Company

uses

non-GAAP financial measures that exclude certain items. Management uses non-GAAP financial measures internally for strategic

decision making, forecasting future results and evaluating current performance. By disclosing non-GAAP financial measures,

management intends to provide investors with a meaningful, consistent comparison of the Company’s core operating results and trends

for the periods presented. Non-GAAP financial measures are not prepared in accordance with GAAP; 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, the

corresponding measures calculated in accordance with GAAP. The Company has provided preliminary results and guidance with

respect to cash earnings per share, adjusted cash flows from operations and organic product growth rates, which are non-GAAP

financial measures. The Company has not provided a reconciliation of these preliminary and forward-looking non-GAAP financial

measures due to the difficulty in forecasting and quantifying the exact amount of the items excluded from the non-GAAP financial

measures that will be included in the comparable GAAP financial measures. Reconciliations of historical non-GAAP financials can be

found at www.valeant.com.

2

Note 1: The guidance in this presentation is only effective as of the date given,

February

7,

2013,

and

will

not

be

updated

or

affirmed

unless

and

until

the

Company

publicly announces updated or affirmed guidance.

Agenda

Executive Summary & Transaction Overview

Amendment Overview & Timeline

Business Update

2012 Achievements

Medicis Integration Update

2012 Year End Performance

Financial Guidance for 2013

Questions and Answers

3

Transaction Overview

5

Executive Summary

1

Pro Forma revenue adjusted for full year impact of Medicis acquisition.

2

PF

LTM

12/31/12

EBITDA

reflects

Medicis

acquisition

addbacks

in

accordance

with

Amendment

No.

3

to

the

Credit

Agreement.

3

Calculated assuming the mid-point of FY 2012 EBITDA guidance and net of $250 million cash.

Valeant

Pharmaceuticals

International,

Inc.

(“Valeant”

or

the

“Company”)

is

a

multinational specialty pharmaceutical company with a diverse global product

portfolio

2012 on-track to be another successful year for Valeant

2012

Full

Year

Revenue

reaffirmed

at

$3.3

-

$3.5

billion

(excluding

one-time

items)

2012

Full

Year

Adjusted

Cash

Flow

from

Operations

reaffirmed

at

$1.1

-

$1.2

billion

2012

Pro

Forma

Revenue

reaffirmed

at

~$4.3

billion

1

Valeant has continued to demonstrate strong financial performance

For the Fiscal Year ended December 31, 2012, pro forma for all announced

acquisitions,

the

Company’s

guidance

for

adjusted

EBITDA

2

is

in

the

range

of

$2,445 -

$2,495 million

Based on the mid-point of EBITDA guidance Valeant expects net secured

leverage

3

of

1.7x

and

net

total

leverage

3

of

4.3x,

including

synergies

Amendment Overview

Existing

Proposed

Corporate Ratings

Ba3 / BB

Ba3 / BB

Credit Facility Ratings

Ba1 / BBB-

Ba1 / BBB-

Pricing (bps)

L + 325

L + 275

LIBOR floor

1.00%

0.75%

Soft call

101 through Oct. 2, 2013

101 for six months

Cash & equivalents deduction

for leverage covenants

Up to $150 million

Up to $250 million

6

The

Company

is

planning

to

take

advantage

of

the

attractive

debt

markets

to

execute an

amendment

to

reprice

the

Term

Loan

B

–

Series

C

and

Series

D

tranches

Valeant is seeking to reduce pricing to L+275 bps

The Company is also seeking to reduce the LIBOR floor to 0.75%

In conjunction with the repricing, Valeant will be seeking an amendment to increase the amount

of cash that can be netted for the purposes of calculating the leverage covenant

7

Capitalization

Pro forma for Amendment and Medicis Acquisition Close

($ in millions)

12/31/2012

Pro Forma

x LTM 12/31/12

Net debt

Pro Forma

Amount

Amount

PF EBITDA

x PF EBITDA

Coupon

2

LIBOR

Floor

Maturity

Cash

$ 921

$ 894

-

-

-

Revolver ($450 million)

-

-

L + 225

-

4/20/2016

Term Loan A

2,114                   

2,114

L + 225

-

4/20/2016

Term Loan B -

Series D

3

1,300

1,300

L + 275

0.75%

2/13/2019

Term Loan B -

Series C

4

1,000

1,000

L + 275

0.75%

12/11/2019

Total Secured Debt

$ 4,414

$ 4,414

1.8x

1.7x

6.500% Senior

Unsecured Notes

916

916

2016

6.750% Senior Unsecured Notes

500

500

2017

6.875% Senior Unsecured Notes

945

945

2018

7.000% Senior Unsecured Notes

690

690

2020

6.375% Senior Unsecured Notes

1,750

1,750

2020

6.375% Senior Unsecured Notes

500

500

2020

6.750% Senior Unsecured Notes

650

650

2021

7.250% Senior Unsecured Notes

550

550

2022

Total Debt

5

$ 10,915

$ 10,915

4.4x

4.3x

PF LTM 12/31/2012 EBITDA

1

$2,445

-

$2,495

1

PF LTM 12/31/12 EBITDA reflects Medicis acquisition addbacks in accordance with Amendment No. 3 to the Credit Agreement.  Leverage net of $250 million cash; Leverage multiple

based on mid-point of EBITDA guidance.

2

3

4

5

¹

Revolver and Term Loan A coupon at L+225 pro forma for the January 2013 re-pricing and based on expected leverage as of 12/31/12.

Term Loan B – Series D issued on 10/02/12 in connection with the repricing of the then existing Term Loan B series.

Term Loan B – Series C issued on 12/11/12 in connection with the Medicis acquisition close.

Total debt does not include Medicis convertible debt acquired  at acquisition close.

1

Summary Terms & Conditions

Senior Secured Term Loan B –

Series C/D

Terms

Senior Secured Term Loan B Facilities

Borrower

Valeant Pharmaceuticals International, Inc. (the “Borrower”)

Guarantors

Material direct and indirect wholly-owned subsidiaries of the Borrower subject to customary exclusions (consistent with existing

Senior Secured Credit Facilities)

Ranking

Senior secured (consistent with existing Senior Secured Credit Facilities)

Security

1st priority security interests in substantially all assets of the Borrowers and the Guarantors as well as 100% of the capital stock of

each material foreign and domestic subsidiary of Borrower, limited to 65% of the capital stock of each first tier foreign subsidiary of

VPI or of any Guarantor that is a subsidiary of VPI, and all intercompany debt subject to customary exceptions consistent with

existing Senior Secured Credit Facilities

Maturity

Term Loan B –

Series D: February 13, 2019

Term Loan B –

Series C: December 11, 2019

Amount

Term Loan B –

Series D: $1,300 million

Term Loan B –

Series C: $1,000 million

Pricing

L + 275 bps

0.75% LIBOR floor

100.0 OID

Amortization Schedule

1% per annum with bullet at maturity

Call Protection

101 call protection on repricing for six months

Financial Covenants

Interest Coverage test of 3.0x (consistent with existing)

Incremental Facility

Negative Covenants

Mandatory Prepayments

Consistent with existing

8

1

Net of unrestricted and unencumbered cash not in excess of $250 million

1

1

1

Senior

Secured

Leverage

test

of

2.5x

(consistent

with

existing)

Senior

Secured

Leverage

test

of

2.5x

and

Total

Leverage

test

of

5.25x;

50bps

MFN

(consistent

with

existing)

Consistent with existing, including limitations on indebtedness, restricted payments, liens, transactions with affiliates, asset 

sales, mergers and consolidations and other fundamental changes and subsidiary dividends

Business Update

2012 Achievements

Operations:

Revenue growth vs. 2011 of >$1B

1

and >40%

1

Overcame ~$200 M decline related to genericization of Cesamet, Cardizem CD, Ultram

ER, Wellbutrin XL

Cash EPS growth vs. 2011 of >50%

1

Organic growth of ~8% on a same store basis, ~10% Pro Forma

Business Development:

Completed over 25 acquisitions

Probiotica, Pedinol, OraPharma, Medicis, Gerot Lannach

Majority between 2-3 X sales

Established new growth platforms

Oral Health, Podiatry, Aesthetics , Russia, South East Asia/South Africa

Medicis Acquisition Closed in Mid-December

1

Excludes impact of one time items

Strengthened Senior Management Team

Marcelo

Noll

Barboza

–

President,

Valeant

Brazil

Jacques

Dessureault

-

President,

Valeant

Canada

Jason

Hanson

–

Company

Group

Chairman

Andrew

Howden

–

CEO

iNova

Vince

Ippolito

–

SVP,

GM

Aesthetics

Laizer

Kornwasser

–

Company

Group

Chairman

Pavel

Mirovsky

–

President,

Valeant

Europe

Steve

Sembler

–

SVP,

President

OraPharma

Justin

Smith

–

SVP,

GM

U.S.

Rx

Derm

10

2012 Achievements (continued)

R&D Productivity and Product Launches:

Filed multiple New Drug Applications

Efinaconazole -

Onychomycosis (Valeant)

Luliconazole -

Tinea Pedis (Medicis)

Xerese (in Canada) –

Herpes Labialis (Valeant)

Launched more than 300 branded generic products in Emerging Markets

Launched multiple patented/OTC products

Regederm in Brazil

Zyclara Pump  (Medicis) and Potiga in U.S.

Sublinox and Lodalis in Canada

>25 OTC line extensions in U.S. and Canada (CeraVe, Bedoyecta)

Achieved several regulatory approvals

Dysport (Medicis) in Canada

Restylane-L (Medicis) in U.S.

Balance Sheet Management:

Repurchased 5.3 million common shares at average cost of ~$53 per share

Raised $4.55 billion in high yield notes and loans

11

12

Medicis Integration Update

Valeant

closed

the

acquisition

on

December

11

th

with

the

concurrent

closing

and

funding

of

the

$1.0bn

Term

Loan

B

–

Series

C

Leadership team in place for nearly one month

Nearly all personnel decisions have been made and communicated

Sales incentive programs in place to ensure Q1 success

Approximately 350 reps (Dermatology, Aesthetics, Podiatry) in the field

Upsides from Medicis R&D Pipeline

2 scheduled product launches: Zyclara Pump launched Q3 2012, Dysport Canada to be

launched Q1 2013

2

late

stage

products:

Lulicanazole

filed

Q4

2012,

MetroGel

1.3%

Hydrogel

-

Bacterial

Vaginosis

(Medicis

–

to

be

filed

1H

2013)

Life cycle management opportunities

Synergies

We now expect synergies to exceed $275M on a run rate basis by end of 2013

Significant amount of synergies will not occur until back half of 2013 (ie. R&D and Legal)

Restructuring costs expected to be less than full year run rate synergies with the majority

incurred in Q4 2012

2012 Full Year Performance

Note : The

guidance

in

this

presentation

is

only

effective

as

of

the

date

given,

February

7,

2013,

and

will

not

be

updated

or

affirmed

unless and until the Company publicly announces updated or affirmed guidance.

2011

As

Reported

2011 w/o

One-time

Items

2012

Guidance

2012

Guidance w/o

One-time Items

Growth

$2.46 billion

$2.39 billion

$3.4 -

$3.6 billion

$3.3 -

$3.5 billion

~40% -

45%

$2.93

$2.63

$4.48

-

$4.53

$4.11 -

$4.16

~55% -

60%

Adjusted

Cash Flow

from

Operations

$925 million

$849 million

$1.2 -

$1.3 billion

$1.1

-

$1.2

billion

~30% -

40%

13

Cash EPS

Revenue

Previous Q4 Guidance Unchanged

Fourth Quarter 2012 Guidance

Revenue expected to be >$900 million

Cash EPS expected to be between $1.18 -

$1.23

Adjusted cash flows from operations expected to be between $330 -

$430

million

Medicis impact expected to be immaterial

14

Note : The

guidance

in

this

presentation

is

only

effective

as

of

the

date

given,

February

7,

2013,

and

will

not

be

updated

or

affirmed

unless and until the Company publicly announces updated or affirmed guidance.

Financial Guidance for 2013*

2013

% over 2012

Revenue

$4.4 -

$4.8 billion

~35%

Cash EPS

$5.45 -

$5.75

~35%

Cash EPS Including

Royalty to Meda

$5.35 -

$5.65

~33%

Adjusted Cash Flow from

Operations

$1.5 -

$1.75 billion

~40%

* Excluding all potential acquisitions

15

Note

:

The

guidance

in

this

presentation

is

only

effective

as

of

the

date

given,

February

7,

2013,

and

will

not

be

updated

or

affirmed

unless and until the Company publicly announces updated or affirmed guidance.

2013 Guidance Assumptions

Exchange rates are based on current spot rates

Impact from generics to be >$100M in revenues vs. 2012

Retin-A Micro, BenzaClin, and Cesamet

No generic assumption included for Zovirax

~$40-$50M in revenue declines as a result of planned divestitures

Solodyn revenues of ~$250M -

$275M

Excluding all potential acquisitions

Efinaconazole launch to be breakeven in 2013

Cash EPS expected to be 45%/55% 1H vs. 2H

Q2 expected to be lowest quarter

Q4 expected to be highest quarter

Cash tax rate expected <5%

Leverage reduced to <4x Pro Forma EBITDA by the end of Q3

16

Appendix

18

Pro Forma EBITDA Reconciliation

December 31, 2012 LTM EBITDA ($ millions)

Estimated Range

Consolidated Net Income

(a)

(140)

$           

(190)

$     

+ Consolidated Interest Expense, net

470

485

+ Provision (Benefit) for Income Taxes

(220)

$           

(260)

$     

+ Depreciation and Amortization

975

995

+ Restructuring and Integration Costs

(b)

325

350

+ Acquisition Related Costs

(c)

60

70

+ Acquisition In-Process Research and Development

190

200

+ Stock-based Compensation

50

65

+ Legal Settlements

50

60

+ Loss on Extinguishment of Debt

10

20

+ Write down of deferred financing costs

5

10

+ Other Non-Cash Charges

(d)

130

140

LTM 31-December-2012 Consolidated Adjusted EBITDA (per Credit Agreement)

1,905

$         

1,945

$   

+ EBITDA and Synergy Adjustments for Announced and Completed Acquisitions

540

550

LTM 31-December 30-2012 Pro Forma Consolidated Adjusted EBITDA (per Credit Agreement)

2,445

$         

2,495

$   

(a) Consolidated Net Income as defined by the Third Amended and Restated Credit Guaranty Agreement, reflects the adjustment to (i) exclude

gains and losses on Asset sales and (ii) net income or loss derived from Joint Ventures.

(b) Medicis related restructuring and integrations costs amount to $186M.  This amount reflects $24M of Medicis costs recorded within Acquisition

costs on the GAAP income statement related to the Galderma settlement agreement. 

In addition, restructuring costs  as defined by the Third Amended and Restated Credit Guaranty Agreement, shall not exceed $100M during a

twelve month period, except for costs related to Biovail-Valeant merger, Sanitas, Dermik and Ortho acquisitions.  As a result of the cap, $37M is

excluded for the LTM period.

(c)  Acquisition costs reflects  a reclass of $24M from the GAAP income statement to restructuring costs related to the Galderma settlement

agreement ($24M). 

(d)  Includes impairment charges, contingent consideration fair value adjustments, amortization of inventory step up , amortization of alliance

product assets & pp&e step up and other one-time items.