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EX-99.3 - EX-99.3 - VALEANT PHARMACEUTICALS INTERNATIONAL | a55753exv99w3.htm |
EX-99.1 - EX-99.1 - VALEANT PHARMACEUTICALS INTERNATIONAL | a55753exv99w1.htm |
EX-99.2 - EX-99.2 - VALEANT PHARMACEUTICALS INTERNATIONAL | a55753exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 6, 2010
Valeant Pharmaceuticals International
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
1-11397 | 33-0628076 | |
(Commission File Number) | (IRS Employer Identification No.) |
One Enterprise
Alisa Viejo, California 92656
(Address of Principal Executive Offices)
Alisa Viejo, California 92656
(Address of Principal Executive Offices)
Registrants telephone number, including area code:
(949) 461-6000
(949) 461-6000
____________________
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 (see General
Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement |
The information provided in Item 2.03 below is hereby incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On April 9, 2010, Valeant Pharmaceuticals International (the Company) completed its previously
announced note offering (the Offering) of $400 million principal amount of 7.625% senior notes
due 2020 (the Notes). The Notes were priced at par. The Notes were sold in a private placement
pursuant to a purchase agreement entered into as of April 6, 2010, which is filed herewith, and
resold by the initial purchasers to qualified institutional buyers pursuant to Rule 144A of the
Securities Act of 1933, as amended (the Securities Act) and to non-U.S. persons pursuant to
Regulation S of the Securities Act. The Notes have not been registered under 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 the registration requirements.
The Notes will mature on March 15, 2020 and will accrue interest at the rate of 7.625% per year.
Interest on the Notes will be payable semi-annually in arrears on each March 15 and September 15,
commencing on September 15, 2010. The Company may redeem some or all of the Notes at any time prior
to March 15, 2015 by paying a redemption price equal to the principal amount of the Notes, plus the
Applicable Premium (as defined in the indenture as discussed below), plus accrued and unpaid interest, if any, to the
redemption date. At any time prior to March 15, 2013, the Company may use the net cash proceeds of
certain equity offerings of capital stock of the Company to redeem up to 35% of the principal
amount of the Notes at a redemption price equal to 107.625% of their principal amount plus accrued
and unpaid interest, plus certain additional interest as specified in the indenture, if any, to the
redemption date; provided that at least 65% of the aggregate principal amount of notes issued under
the indenture remain outstanding immediately after such redemption and the
redemption occurs within 90 days after the closing of such equity offering. At any time on or after
March 15, 2015, the Company may redeem some or all of the Notes by paying a redemption price
expressed as a percentage of the principal amount (103.813% if redeemed during the twelve-month
period beginning on March 15, 2015, 102.542% if redeemed during the twelve-month period beginning
on March 15, 2016, 101.271% if redeemed during the twelve-month period beginning on March 15, 2017
and 100% if redeemed on or after March 15, 2018), plus accrued and unpaid interest, plus certain
liquidated damages as specified in the indenture, if any, to the redemption date.
If the Company experiences a change of control, it may be required to offer to purchase the Notes
at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, plus
certain liquidated damages as specified in the indenture, if any, to but excluding the repurchase
date.
The Notes are senior obligations of the Company, and will be jointly and severally guaranteed
initially by the same subsidiaries that guarantee the Companys outstanding 8.375% Senior Notes due
2016. Certain of the Companys future subsidiaries may be required to guarantee the Notes.
The Notes have been issued under an indenture with The Bank of New York Mellon Trust Company, N.A.,
as trustee. The indenture governing the Notes contains covenants that will limit the ability of the
Company and the ability of its restricted subsidiaries to, among other things: incur additional
debt; pay dividends or make other distributions, repurchase capital stock, repurchase subordinated
debt and make certain investments; create liens; create restrictions on the payment of dividends
and other amounts to the Company from restricted subsidiaries; sell assets or merge or consolidate
with or into other companies; and engage in transactions with affiliates. If an event of default,
as specified in the indenture governing the Notes, shall occur and be continuing, either the
trustee or the holders of a specified percentage of the Notes may accelerate the maturity of all
the Notes. The covenants, events of default and acceleration rights described in this paragraph are
subject to important exceptions and qualifications, which are described in the indenture filed
herewith.
Under an exchange and registration rights agreement with the initial purchasers listed therein, the
Company is obligated, within 365 days after the issuance of the Notes, to file with United States
Securities and Exchange Commission under the Securities Act a registration statement with respect
to an offer to exchange the Notes for new notes of the Company having terms substantially identical
in all material respects to the Notes (except that the exchange notes will not contain terms with
respect to transfer restrictions). If the Company is not able to effect this
exchange offer, the Company has agreed to use its reasonable best efforts to file, and cause to
become effective, a shelf registration statement relating to resales of the Notes and the Note
guarantees. The Company will be obligated to pay liquidated damages consisting of additional
interest on the Notes if, within the periods specified in the exchange and registration rights
agreement, it does not file the exchange offer registration statement or the shelf registration
statement, have the registration statement declared effective, consummate the exchange offer or
have the shelf registration statement declared effective, or if, after the shelf registration
statement has been declared effective, such registration statement thereafter ceases to be
effective or useable (subject to certain exceptions) in connection with resales of notes or
exchange notes in accordance with and during the periods specified in the exchange and registration
rights agreements.
The descriptions set forth above are qualified in their entirety by the purchase agreement, the
indenture and the exchange and registration rights agreement governing the Notes filed herewith as
exhibits. The schedules and annexes to the exhibits attached hereto have been omitted. The Company
hereby agrees to furnish supplementally a copy of any omitted schedule or annex to the exhibits
attached hereto to the Securities and Exchange Commission upon its request.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 | Exchange and Registration Rights Agreement, dated as of April 9, 2010, by and among the
Company, Goldman, Sachs & Co., as Representative of the several Initial Purchasers named
therein, and the Guarantors named therein, relating to the 7.625%
Senior Notes due 2020. |
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99.2 | Indenture, dated as of April 9, 2010, by and among the Company, the Guarantors named therein
and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.625% Senior
Notes due 2020. |
|||
99.3 | Purchase Agreement, dated as of April 6, 2010, by and among the Company, the Purchasers named
in Schedule I thereto and the Guarantors (as defined therein), relating to the 7.625% Senior
Notes due 2020. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Valeant Pharmaceuticals International |
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Date: April 12, 2010 | By: | /s/ Steve T. Min | ||
Steve T. Min | ||||
Executive Vice President and General Counsel | ||||
EXHIBIT INDEX
99.1 | Exchange and Registration Rights Agreement, dated as of April 9, 2010, by and among the
Company, Goldman, Sachs & Co. as Representative of the several Initial Purchasers named
therein and the Guarantors (as defined therein), relating to the
7.625% Senior Notes due 2020. |
|||
99.2 | Indenture, dated as of April 9, 2010, by and among the Company, the Guarantors named therein
and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.625% Senior
Notes due 2020. |
|||
99.3 | Purchase Agreement, dated as of April 6, 2010, by and among the Company, the Purchasers named
in Schedule I thereto and the Guarantors (as defined therein), relating to the 7.625% Senior
Notes due 2020. |