Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Bausch Health Companies Inc. | d889593d8k.htm |
 Valeant Pharmaceuticals International, Inc.
Lender
Presentation
–
Public
March 9, 2015
Exhibit 99.1 |
 Pro
Forma Capital Structure 2
Note: Reflects face value.
(a)
(b)
(c)
(d)
(e)
(c)
(d) (e)
(b)
(e)
Pro forma capitalization
($ in millions)
+ / -
+ / -
12/31/2014
Net Leverage
Subsequent
Transactions
(a)
Proposed
Transaction
Pro Forma
12/31/2014
Net Leverage
Coupon
Cash and Equivalents
$323
$25
$186
$534
Revolving Credit Facility ($1.5bn)
165
5
170
L+225
Term Loan A-1 – 3
1,939
250
2,189
L+225
New Term Loan A
--
1,000
1,000
TBD
Term Loan B - Series C – E
4,509
4,509
L+275
New Term Loan B
--
4,550
4,550
TBD
Net Secured Debt
$6,291
1.4x
$11,884
2.2x
Existing Valeant Senior Notes
8,765
500
9,265
Various
New Senior notes
--
9,600
9,600
TBD
Other
22
22
-
Total Net Debt
$15,078
3.5x
$30,771
5.6x
Adjusted Pro Forma EBITDA
$4,372
$262
$815
$5,449
Recent developments include $1bn Bond / $250mm Term Loan issuance (January 2015),
redemption of $500mm Senior Notes (January 2015), and acquisitions closed
in Q1 (Marathon and Dendreon). Valeant’s 12/31/14 EBITDA adjusted for
items including in-process research and development impairments and other charges; restructuring, integration,
and other costs; acquisition related costs; share-based compensation; loss on
extinguishment of debt and other items. Also includes pro forma effect for
the historical results of acquisitions and divestitures consummated by the
Company during the year ended December 31, 2014, as if they occurred on
January 1, 2014, including anticipated synergies the Company expects to realize
within 12 months of the date of the applicable acquisition. Gives pro forma
effect for recent acquisition of products from Marathon Pharmaceuticals, LLC and the assets of Dendreon Corporation as if they had
occurred
on
January
1,
2014,
including
the
anticipated
synergies
of
approximately
$130mm
of
synergies
related
to
Dendreon
that
the
Company
expects
to realize within 12 months of the date of the transaction.
Salix
12/31/14
adjusted
EBITDA
plus
$500mm
synergies
as
a
result
of
Valeant’s
acquisition
of
Salix.
Salix adjusted EBITDA includes addbacks of $64.5mm for R&D Milestones.
Adjusted EBITDA calculations per Valeant’s credit agreement would not
include these addbacks. Excluding these addbacks, pro forma net leverage for the
transaction would be 5.7x. |
 3
(a)
Net Interest expense excludes amortization and write-offs of debt discounts and
debt issuance costs. (b)
Includes impairments of finite-lived intangible assets and amortization and
write-off of debt discounts and debt issuance costs. (c)
Non-cash and other charges include amortization of inventory step up
and alliance product assets and PP&E step up, contingent consideration fair
value adjustments, and other one-time items. Also includes a net gain of
$323.9mm related to the divestiture of the filler and toxin assets in Q3 of 2014.
(d)
Gives pro forma effect for the historical results of acquisitions and divestitures
consummated by the Company as if they occurred on January 1, 2014, including
anticipated synergies the Company expects to realize within 12 months of the date
of the applicable acquisition. (e)
Gives pro forma effect for recent acquisition of products from Marathon
Pharmaceuticals, LLC and Dendreon as if they had occurred on January 1, 2014, including the
anticipated synergies of approximately $130mm related to Dendreon that the Company
expects to realize within 12 months of the date of the transaction. LTM Pro
Forma Adjusted EBITDA (As of December 31,2014) Valeant Adjusted EBITDA
Reconciliation LTM EBITDA ($ in millions)
LTM 12/31/14
Net income
$912
Adjustments:
Interest expense, net
(a)
896
Provision (benefit) for income taxes
180
Depreciation and amortization
(b)
1,808
Restructuring, integration and other costs
382
Acquisition-related costs
6
In-process research and development impairment and other charges
41
Share-based compensation expense
78
Loss on extinguishment of debt
130
Non-cash and other charges (gains)
(c)
(76)
Adjusted EBITDA
$4,357
+ EBITDA and synergies from prior acquisitions / divestitures
(d)
15
+ EBITDA and synergies from subsequent transactions
(e)
262
Pro Forma Adjusted EBITDA
$4,634 |