Amendment No. 7 to Schedule 13D

0001193125-16-519453.txt : 20160328 0001193125-16-519453.hdr.sgml : 20160328 20160328142630 ACCESSION NUMBER: 0001193125-16-519453 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160328 DATE AS OF CHANGE: 20160328 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: 161531927 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 d165792dsc13da.htm AMENDMENT NO. 7 TO SCHEDULE 13D Amendment No. 7 to Schedule 13D

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. 7)*

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 24, 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. 7 to Schedule 13D (this “Amendment No. 7”) 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. 7, 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. 7, 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 the Issuer’s application for a management cease trade order (“MCTO”) from the Autorité des marchés financiers, the Issuer has requested that each member of its board of directors execute a consent in support of the Issuer’s application for the issuance of a MCTO as an alternative to a general cease trade order in connection with the late filing by the Issuer of its audited annual financial statements for the year ended December 31, 2015. Accordingly, Mr. Ackman, in his capacity as a director of the Issuer, has executed a consent that is filed as Exhibit 99.11. That consent 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 99.11 Consent.

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 28, 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.*

Exhibit 99.10		Information Sharing Agreement.*

Exhibit 99.11		Consent.

*	Previously filed.

EX-99.11 2 d165792dex9911.htm EX-99.11 EX-99.11

Exhibit 99.11

CONSENT


TO:		Autorité des marchés financiers, as Principal Regulator

AND TO:		British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission Ontario Securities Commission Financial and Consumer Services Commission (New Brunswick) Nova Scotia Securities Commission Office of the Superintendent of Securities, Prince Edward Island Office of the Superintendent of Securities, Service Newfoundland and Labrador (collectively with the principal regulator, the “CSA regulators”)

RE:		Consent to Issuance of Management Cease Trade Order

I, William A. Ackman, hereby confirm as follows:

I am a director of Valeant Pharmaceuticals International, Inc. (the “Issuer”).

The Issuer is a corporation existing under the laws of British Columbia, with its head office in Laval, Quebec.

The Issuer is a reporting issuer in all provinces of Canada. The Issuer’s principal Canadian regulator, as determined in accordance with Part 3 of National Policy 11-203 – Process for Exemptive Relief Applications in Multiple Jurisdictions, is the Autorité des marchés financiers.

The Issuer is not a “venture issuer” as defined in National Instrument 51-102 - Continuous Disclosure Obligations. The Issuer has a financial year ending December 31.

On March 30, 2016, the Issuer will be required to file: (a) its audited annual financial statements for the year ended December 31, 2015 (the “Financials”) as required by Part 4 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”); (b) its management’s discussion and analysis relating to the Financials as required by Part 5 of NI 51-102; (c) the CEO and CFO certificates relating to the Financials as required by National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings; and (d) its 2015 Form 10-K as required by Part 6 of NI 51-102 (collectively, the “Required Filings”).

The Issuer has determined that it will not be able to make the Required Filings by March 30, 2016. The Issuer wishes to apply to the CSA regulators for a management cease trade order (an “MCTO”) as an alternative to a general cease trade order in accordance with National Policy 12-203 – Cease Trade Orders for Continuous Disclosure Defaults (“NP 12- 203”).

I am providing this consent in support of the Issuer’s application for an MCTO in accordance with Part 4 of NP 12-203.

I hereby consent to the issuance of an MCTO against me by the Issuer’s principal regulator under the applicable statutory authority listed in Appendix A to NP 12-203.

Specifically, I understand that the MCTO will prohibit me from trading in or acquiring securities of the Issuer, directly or indirectly, until two full business days following the receipt by the principal regulator of all filings the Issuer is required to make under the securities legislation of the principal regulator or until further order of the principal regulator.

10.

I hereby further consent to the issuance of any substantially similar MCTO that another CSA regulator may consider necessary to issue by reason of the defaults described above.

11.

I hereby waive any requirement of a hearing, as may be provided for under the applicable statutory authority listed in Appendix A to NP 12-203, and any corresponding notice of hearing, in respect of the issuance of the MCTO.

12.

I hereby undertake not to trade or acquire securities of the Issuer, directly or indirectly, until two full business days following the receipt by the principal regulator of all filings the Issuer is required to make under the securities legislation of the principal regulator or until further order of the principal regulator.

13.

For greater certainty, neither the undertaking nor the MCTO will prohibit Pershing Square L.P., Pershing Square II, L.P., Pershing Square International, Ltd. or Pershing Square Holdings, Ltd. from trading in or acquiring securities of the Issuer except for my own personal account.

DATED this 24th day of March, 2016

[Signature Page Follows]

/s/ William A. Ackman

Name: William A. Ackman

Title: Director