13D Filing: Solus Alternative Asset Management and Concordia International Corp.

Item 3.

Source and Amount of Funds or Other Consideration.

On September 6, 2018, the Issuer completed a recapitalization transaction (the “Recapitalization Transaction”), implemented pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act (the “Plan”), pursuant to which, among other things, the Issuer’s unsecured debt in the aggregate principal amount of approximately $1.6 billion, plus accrued and unpaid interest, was exchanged for Limited Voting Shares representing in the aggregate approximately 11.96% of the outstanding Limited Voting Shares immediately following the implementation of the Recapitalization Transaction. Holders of the Issuer’s then existing 7.00% unsecured notes on an aggregate basis received approximately 2.3987 Limited Voting Shares per $1,000 principal amount of 7.00% unsecured notes, holders of the Issuer’s then existing 9.50% unsecured notes on an aggregate basis received approximately 2.4403 Limited Voting Shares per $1,000 principal amount of 9.50% unsecured notes, and lenders under the unsecured equity bridge loan on an aggregate basis received approximately 2.4625 Limited Voting Shares per $1,000 principal amount of the unsecured equity bridge loan, in each case in exchange for such unsecured debt pursuant to the terms of the Plan.  In addition, early consenting holders of the Issuer’s unsecured debt received approximately 1.1977 Limited Voting Shares per $1,000 principal amount of unsecured debt in exchange for their unsecured debt pursuant to the terms of the Plan.

Pursuant to the Recapitalization Transaction, the Funds exchanged approximately $322,235,663 principal amount of unsecured debt (representing approximately 20.14% of the outstanding principal amount of unsecured debt prior to completion of the Recapitalization Transaction), comprised of approximately $107,968,000 principal amount of 7.00% unsecured notes, approximately $193,374,000 principal amount of 9.50% unsecured notes, and approximately $20,893,663 principal amount of the unsecured equity bridge loan, in consideration for the issuance of 1,167,674 Limited Voting Shares (including 385,333 additional Limited Voting Shares issued to the Funds as consideration for voting in favor of the Plan on or prior to the early consent deadline of June 12, 2018).

In connection with the Recapitalization Transaction, the Issuer raised $586.5 million pursuant to a private placement (the “Private Placement”) from certain debtholders who entered into a subscription agreement (the “Subscription Agreement”) with the Issuer as of May 1, 2018, in consideration for new Limited Voting Shares representing in the aggregate approximately 87.69% of the outstanding Limited Voting Shares of the Issuer immediately following the implementation of the Recapitalization Transaction.

As part of the Private Placement the Funds purchased, pursuant to the Subscription Agreement, 7,304,599 Limited Voting Shares for total consideration equal to $100,000,000, at the issue price of $13.69 per Limited Voting Share.  The source of the funds used to acquire such Limited Voting Shares was the working capital of the Funds.

In addition, pursuant to articles of arrangement (the “Articles”), the Issuer’s authorized capital was amended to provide for new classes of Class A Special Shares, Class B Special Shares and Class C Special Shares.

Under the Plan, the Issuer issued to the Funds 1,000 Class B Special Shares at a purchase price of $1.00 per share, representing 100% of the issued and outstanding Class B Special Shares (on the basis of 1,000 Class B Special Shares issued and outstanding on the date hereof).

References to and descriptions of the Subscription Agreement and the Articles are qualified in their entirety by reference to the actual terms of the Subscription Agreement and the Articles, each of which is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.