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): January 15, 2015 (January 15, 2015)
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) |
(Commission File Number) |
(IRS Employer Identification No. |
2150 St. Elzéar Blvd. West
Laval, Quebec
Canada H7L 4A8
(Address of principal executive offices) (Zip Code)
514-744-6792
(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:
¨ | 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. |
Valeant Pharmaceuticals International, Inc. (the Company) announced that it has launched an offering of approximately $1.0 billion aggregate principal amount of senior unsecured notes.
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 foregoing is qualified by reference to the press release that is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
This Current Report on Form 8-K, including the press release filed as Exhibit 99.1, 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.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
99.1 | Press release announcing the launch of the notes offering, dated January 15, 2015 |
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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/ Howard B. Schiller | |
Name: | Howard B. Schiller | |
Title: | Executive Vice President and Chief Financial Officer |
Date: January 15, 2015
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EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press release announcing the launch of the notes offering, dated January 15, 2015 |
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Exhibit 99.1
International Headquarters
2150 St. Elzéar Blvd. West,
Laval, Quebec, H7L 4A8
Phone: 514.744.6792
Fax: 514.744.6272
Contact Information:
Laurie W. Little
949-461-6002
laurie.little@valeant.com
VALEANT ANNOUNCES LAUNCH OF PRIVATE OFFERING OF SENIOR NOTES
LAVAL, QUEBEC, January 15, 2015 Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) announced today that it has launched an offering of approximately $1.0 billion aggregate principal amount of senior unsecured notes (the Notes). The net proceeds of the offering are expected to be used (i) to finance the redemption of all of the outstanding 6.875% Senior Notes due 2018 issued by the Companys wholly-owned subsidiary, Valeant Pharmaceuticals International, (ii) to repay all or a portion of the amounts drawn under the Companys revolving credit facility, and (iii) for general corporate purposes, including acquisitions. Concurrently with the pricing of the offering, Valeant Pharmaceuticals International intends to irrevocably call for redemption the remaining approximately $500 million aggregate principal amount of its outstanding 6.875% Senior Notes due 2018.
The Notes will be guaranteed by each of the Companys subsidiaries that is a guarantor of the Companys senior secured credit facilities.
The Notes 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 Notes 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 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.
This press release 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, eye health, neurology and branded generics. More information about Valeant Pharmaceuticals International, Inc. can be found at www.valeant.com.
Caution Regarding Forward-Looking Information and Safe Harbor Statement
This press release may contain forward-looking statements, including, but not limited to, our financing plans and the use of proceeds of the proposed offering, including the proposed redemption of Valeant Pharmaceuticals Internationals 6.875% Senior Notes due 2018. 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 our most recent annual and quarterly reports and detailed from time to time in our other filings with the Securities and Exchange Commission and the Canadian Securities Administrators, which risks and uncertainties 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. We undertake 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, except as required by law.
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