13D Filing: Paulson & Co and Valeant Pharmaceuticals International Inc. (VRX)

(1)	See Note 1 to Item 5 below.

(2)

Excludes cash-settled swaps disclosed in Item 6 representing economic exposure comparable to 862,500 additional shares of Common Stock (as defined below), which if aggregated with such beneficially owned shares, represent an aggregate economic interest in 22,675,900 shares representing approximately 6.5% of the outstanding shares of Common Stock.

Item 1.

Security and Issuer.

This statement relates to the Common Shares, no par value (the “Common Stock”), of Valeant Pharmaceuticals International, Inc.  (the “Issuer”).  The Issuer’s principal executive office is located at 2150 St. Elzéar Blvd. West, Laval, Quebec H7L 4A8.

Item 2.

Identity and Background.

Information regarding the directors, executive officers and/or control persons of the Reporting Person (collectively, the “Instruction C Persons”) is set forth in Schedule A attached hereto.

Item 3.

Source and Amount of Funds or Other Consideration.

The consideration for the purchase of the securities reported herein by the Reporting Person was derived from available capital of the Funds managed by Paulson.

Item 4.

Purpose of Transaction.

The Reporting Person acquired the securities disclosed herein based on the Reporting Person’s belief that the securities, when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Person may endeavor from time to time (i) to increase or decrease its position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable and/or (ii) to enter into transactions that increase or hedge its economic exposure to the securities of the Issuer without affecting its beneficial ownership.

Effective June 14, 2017, John Paulson, the President of Paulson, was appointed to the Board of Directors of the Issuer. Mr. Paulson expressly disclaims any beneficial ownership of securities beneficially owned by the Reporting Person.

The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein.  .

Item 5.

Interest in Securities of the Issuer.

     (i)      Sole power to vote or direct the vote: 21,813,400 (see Note 1).

     (ii)     Shared power to vote or direct the vote: 0

     (iii)    Sole power to dispose or direct the disposition: 21,813,400 (see Note 1).

     (iv)   Shared power to dispose or direct the disposition: 0

Note 1: The Reporting Person, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages the Funds. In its role as investment advisor, or manager, as the case may be, the Reporting Person possesses voting and investment power over the securities of the Issuer described in this Schedule 13D that are owned by the Funds. The pecuniary interest of all securities reported in this Schedule is owned by the Funds. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of all securities reported in this Schedule 13D.

For reporting purposes, the aggregate amount of Common Stock deemed to be beneficially owned by the Reporting Person is calculated based on an aggregate of 21,813,400 shares of Common Stock held by the Reporting Person as of the date hereof.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Person has entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash-settled swaps with respect to 862,500 shares of Common Stock of the Issuer respectively (representing economic exposure comparable to less than 1% of the shares of Common Stock of the Issuer).  The Derivative Agreements provide the Reporting Person with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the “Subject Shares”). The Reporting Person disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.

Item 7.

Material to be Filed as Exhibits.

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

June 26, 2017

INFORMATION REGARDING THE INSTRUCTION C PERSONS

The following table sets forth the name, title, principal occupation, business address and place of employment of each of the executive officers and directors of Paulson & Co. Inc.

SCHEDULE B

Transactions of the Reporting Person Effected During the Past 60 Days

The following transactions were effected by Paulson & Co. Inc. on the open market during the past 60 days:

*Weighted average price per Share of all purchase and sale transactions by the Reporting Person in the Issuer’s Common Stock on this day with prices ranging from $13.6908 to $14.3965.