Bill Ackman‘s Pershing Square has filed a Form 13D on Valeant Pharmaceuticals Intl Inc. (NYSE:VRX). The filing shows that Pershing Square owns 30.71 million shares of the beleaguered pharmaceutical company, unchanged from a filing issued by Ackman’s firm in early February. More importantly, the filing reveals that Valeant recently added three independent directors to its board, including Pershing Square’s Vice Chairman Stephen Fraidin.
Item 4 of the filing was updated with the following information:
On March 9, 2016, the Issuer announced that its board of directors (the Board) appointed Stephen Fraidin, Vice Chairman of Pershing Square, as well as Fred Eshelman and Thomas W. Ross, Jr., as independent directors, effective immediately.
You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Pershing Square Capital Management | 0 | 30,711,122 | 0 | 30,711,122 | 30,711,122 | 9.0% |
PS Management GP | 0 | 30,711,122 | 0 | 30,711,122 | 30,711,122 | 9.0% |
William A. Ackman | 0 | 30,711,122 | 0 | 30,711,122 | 30,711,122 | 9.0% |
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Page 1 of 7 SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
VALEANT
PHARMACEUTICALS INTERNATIONAL, INC.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
91911K102
(CUSIP Number)
Steve
Fraidin
Steve Milankov
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
212-813-3700
With a
Copy to:
Richard M. Brand
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
212-504-5757
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 8, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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Page 2 of 7 SEC Filing
13D
CUSIP No. 91911K102 | Page 2 |
1 | Name of Pershing Square Capital Management, L.P. | |||||
2 | Check the appropriate box if a member (a) ¨ (b) ¨ | |||||
3 | SEC use only | |||||
4 | Source of funds OO (See Item 3) | |||||
5 | Check box if disclosure of legal ¨ | |||||
6 | Citizenship or place of Delaware | |||||
Number of shares beneficially owned by each reporting person with | 7 | Sole voting power 0 | ||||
8 | Shared voting power 30,711,122 | |||||
9 | Sole dispositive power 0 | |||||
10 | Shared dispositive power 30,711,122 | |||||
11 | Aggregate amount beneficially owned by each reporting person 30,711,122 | |||||
12 | Check box if the aggregate amount in ¨ | |||||
13 | Percent of class represented by amount 9.0%(1) | |||||
14 | Type of reporting person IA |
(1) | Calculated based on 343,101,797 shares of common stock, no par value, of Valeant Pharmaceuticals International, Inc. outstanding as of October 19, 2015, as reported on Valeant Pharmaceuticals International, Inc.s quarterly report filed on Form 10-Q on October 26, 2015. |
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Page 3 of 7 SEC Filing
13D
CUSIP No. 91911K102 | Page 3 |
1 | Name of PS Management GP, LLC | |||||
2 | Check the appropriate box if a member (a) ¨ (b) ¨ | |||||
3 | SEC use only | |||||
4 | Source of funds OO (See Item 3) | |||||
5 | Check box if disclosure of legal ¨ | |||||
6 | Citizenship or place of Delaware | |||||
Number of shares beneficially owned by each reporting person with | 7 | Sole voting power 0 | ||||
8 | Shared voting power 30,711,122 | |||||
9 | Sole dispositive power 0 | |||||
10 | Shared dispositive power 30,711,122 | |||||
11 | Aggregate amount beneficially owned by each reporting person 30,711,122 | |||||
12 | Check box if the aggregate amount in ¨ | |||||
13 | Percent of class represented by amount 9.0%(2) | |||||
14 | Type of reporting person OO |
(2) | Calculated based on 343,101,797 shares of common stock, no par value, of Valeant Pharmaceuticals International, Inc. outstanding as of October 19, 2015, as reported on Valeant Pharmaceuticals International, Inc.s quarterly report filed on Form 10-Q on October 26, 2015. |
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Page 4 of 7 SEC Filing
13D
CUSIP No. 91911K102 | Page 4 |
1 | Name of William A. Ackman | |||||
2 | Check the appropriate box if a member (a) ¨ (b) ¨ | |||||
3 | SEC use only | |||||
4 | Source of funds (see instructions) OO (See Item 3) | |||||
5 | Check box if disclosure of legal ¨ | |||||
6 | Citizenship or place of United States | |||||
Number of shares beneficially owned by each reporting person with | 7 | Sole voting power 0 | ||||
8 | Shared voting power 30,711,122 | |||||
9 | Sole dispositive power 0 | |||||
10 | Shared dispositive power 30,711,122 | |||||
11 | Aggregate amount beneficially owned by each reporting person 30,711,122 | |||||
12 | Check box if the aggregate amount in ¨ | |||||
13 | Percent of class represented by amount 9.0%(3) | |||||
14 | Type of reporting person IN |
(3) | Calculated based on 343,101,797 shares of common stock, no par value, of Valeant Pharmaceuticals International, Inc. outstanding as of October 19, 2015, as reported on Valeant Pharmaceuticals International, Inc.s quarterly report filed on Form 10-Q on October 26, 2015. |
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Page 5 of 7 SEC Filing
13D
CUSIP No. 91911K102 | Page 5 |
This Amendment No. 4 to Schedule 13D (this Amendment No. 4) amends and
supplements the statement on Schedule 13D (the Original Schedule 13D), filed on March 25, 2015 (the Original Schedule 13D, as amended and supplemented through the date of this Amendment No. 4, the Schedule
13D), by Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square); PS Management GP, LLC, a Delaware limited liability company (PS Management); and William A. Ackman,
a citizen of the United States of America (together with Pershing Square and PS Management, the Reporting Persons), relating to the common stock, no par value (the Common Stock), of Valeant Pharmaceuticals
International, Inc., a corporation continued under the laws of British Columbia, Canada (the Issuer). Capitalized terms used but not defined in this amendment shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 4, the Schedule 13D is unchanged.
ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended and
supplemented to add the following information:
On March 9, 2016, the Issuer announced that its board of directors (the
Board) appointed Stephen Fraidin, Vice Chairman of Pershing Square, as well as Fred Eshelman and Thomas W. Ross, Jr., as independent directors, effective immediately.
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 of the Schedule 13D is hereby amended and supplemented to add the following information:
In connection with Mr. Fraidins appointment to the Issuers Board, the Issuer entered into an information sharing agreement
with Pershing Square, on behalf of itself and the Pershing Square Funds, and Mr. Fraidin that is filed as Exhibit 99.9. That agreement is incorporated by reference into this Item 6 as if restated in full herein.
ITEM 7. | MATERIAL TO BE FILED AS AN EXHIBIT |
Item 7 of Schedule 13D is hereby amended and
supplemented to add the following exhibit:
Exhibit 99.9 | Information Sharing Agreement. |
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Page 6 of 7 SEC Filing
13D
CUSIP No. 91911K102 | Page 6 |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the
information set forth in this statement is true, complete and correct.
Date: March 9, 2016 | PERSHING SQUARE CAPITAL MANAGEMENT, L.P. | |||||
By: | PS Management GP, LLC, its General Partner | |||||
By: | /s/ William A. Ackman | |||||
William A. Ackman Managing Member | ||||||
PS MANAGEMENT GP, LLC | ||||||
By: | /s/ William A. Ackman | |||||
William A. Ackman Managing Member | ||||||
/s/ William A. Ackman | ||||||
William A. Ackman |
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Page 7 of 7 SEC Filing
13D
CUSIP No. 91911K102 | Page 7 |
EXHIBIT INDEX
Exhibit | Description | |
Exhibit 99.1 | Joint Filing Agreement, dated as of March 25, 2015, among Pershing Square Capital Management, L.P., PS Management GP, LLC and William A. Ackman.* | |
Exhibit 99.2 | Trading data.* | |
Exhibit 99.3 | Purchasers Letter, dated as of March 17, 2015, by Pershing Square Capital Management, L.P.* | |
Exhibit 99.4 | Confidentiality Agreement, by and among Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals International, Inc., dated as of March 11, 2015.* | |
Exhibit 99.5 | Trading data.* | |
Exhibit 99.6 | Form of Share Option Contract.* | |
Exhibit 99.7 | Trading data.* | |
Exhibit 99.8 | Trading data.* | |
Exhibit 99.9 | Information Sharing Agreement. |
* | Previously filed. |