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

Item 6.

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

The Joint Acquisition Statement among the Reporting Persons (the “Joint Acquisition Statement”) to file this Schedule 13D jointly in accordance with Rule 13d–1(k)(1) under the Act is attached hereto as Exhibit 1.

The disclosure in Item 2, Item 3 and Item 4 is incorporated by reference herein.

As described in Item 3, pursuant to the Subscription Agreement, the Funds purchased 7,304,599 Limited Voting Shares for total consideration equal to $100,000,000, representing a purchase price of $13.69 per Limited Voting Share.  Pursuant to the terms of the Subscription Agreement, each purchaser of Limited Voting Shares under the Subscription Agreement agreed, severally and not jointly, that it will not, without the prior consent of the Issuer, sell or otherwise dispose of any of the Limited Voting Shares purchased pursuant to the Subscription Agreement until the expiration of six months after the date of implementation of the Plan, subject to certain exceptions.

Solus and certain other shareholders of the Issuer (collectively, the “Shareholder Parties”) have entered into an investor rights agreement (the “Investor Rights Agreement”) with the Issuer which provides, among other things, that: (i)  each Shareholder Party has certain tag-along rights on sales of at least 25% of the then issued and outstanding Limited Voting Shares by any Shareholder Party to an unaffiliated third party; (ii) each of Solus and GSO Capital Partners, LP possesses certain veto rights with respect to certain restricted transactions of the Issuer; (iii) the Shareholder Parties are entitled to preemptive participation rights with respect to any equity capital raises, subject to certain exceptions; (iv) each Shareholder Party (or group of Shareholder Parties acting together) holding at least 7.5% of the then issued and outstanding Limited Voting Shares of the Issuer is entitled to certain demand rights in respect of a specified number of publicly registered offerings; and (v) each Shareholder Party (or group of affiliated Shareholder Parties acting together) holding at least 5% of the then issued and outstanding Limited Voting Shares is entitled to certain piggyback rights in respect of public offerings by the Issuer or one of its shareholders, subject to certain restrictions.

Solus and certain other shareholders of the Issuer (collectively, the “Investors”) have entered into an exchange rights agreement (the “Exchange Rights Agreement”) with the Issuer, Concordia Investment Holdings (Jersey) Limited and certain participants in the Issuer’s management incentive plan (the “MIP Shareholders”) which provides, among other things, that each MIP Shareholder has certain tag-along rights on sales of at least 25% of the then issued and outstanding Limited Voting Shares by any Investor to an unaffiliated third party.

Pursuant to the terms of the Class B Special Shares (all of which are held by the Funds) included in the Articles, the holders of the Class B Special Shares are entitled to elect one director to the Board of the Issuer for so long as the holders of the Class B Special Shares beneficially own, in the aggregate, not less than 12.5% of the then issued and outstanding Limited Voting Shares. In addition to the right to elect one director under the terms of the Class B Special Shares, under the Investor Rights Agreement, the holders of the Class B Special Shares are entitled to nominate and have elected or appointed to the Board one additional director of the Issuer, if and for so long as the holders of the Class B Special Shares beneficially own, in the aggregate, 24.9% or more of the then issued and outstanding Limited Voting Shares.

Each of the descriptions of the Joint Acquisition Statement, the Subscription Agreement, the Investor Rights Agreement, the Exchange Rights Agreement and the Articles is a summary only and is qualified in its entirety by the actual terms of each of such agreement or instrument, each of which is filed as an exhibit to this Schedule 13D and incorporated herein by reference.

Except for the Joint Acquisition Statement, the Subscription Agreement, Investor Rights Agreement and the Exchange Rights Agreement, the Reporting Persons have not entered into any contracts, arrangements, understandings or relationships with respect to securities of the Issuer.