0001193125-16-512108.txt : 20160321 0001193125-16-512108.hdr.sgml : 20160321 20160321172131 ACCESSION NUMBER: 0001193125-16-512108 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160321 DATE AS OF CHANGE: 20160321 GROUP MEMBERS: PS MANAGEMENT GP, LLC GROUP MEMBERS: WILLIAM A. ACKMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Valeant Pharmaceuticals International, Inc. CENTRAL INDEX KEY: 0000885590 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45947 FILM NUMBER: 161519404 BUSINESS ADDRESS: STREET 1: 2150 ST. ELZEAR BLVD. WEST STREET 2: LAVAL CITY: QUEBEC STATE: A8 ZIP: H7L 4A8 BUSINESS PHONE: 514-744-6792 MAIL ADDRESS: STREET 1: 2150 ST. ELZEAR BLVD. WEST STREET 2: LAVAL CITY: QUEBEC STATE: A8 ZIP: H7L 4A8 FORMER COMPANY: FORMER CONFORMED NAME: BIOVAIL Corp DATE OF NAME CHANGE: 20100416 FORMER COMPANY: FORMER CONFORMED NAME: BIOVAIL CORP INTERNATIONAL DATE OF NAME CHANGE: 19960522 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 IRS NUMBER: 383694136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 d165954dsc13da.htm SC 13D/A SC 13D/A

 

 

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. 5)*

 

 

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 21, 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 person’s 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. 5 to Schedule 13D (this “Amendment No. 5”) 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. 5, 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. 5, the Schedule 13D is unchanged.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented to add the following information:

On March 21, 2016, the Issuer announced that its board of directors (the “Board”) appointed William A. Ackman as a director, effective immediately.


13D

 

CUSIP No. 91911K102

   Page 6

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: March 21, 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

   Purchaser’s 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.*

 

* Previously filed.