Valeant Completes Private Placement Of Notes

On March 8, 2011, Valeant Pharmaceuticals International, a wholly-owned subsidiary of Valeant Pharmaceuticals, Inc. (collectively, “Valeant”), a multinational, specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products, completed the private placement in the United States and Canada of $950 million aggregate principal amount of its 6.500 per cent Senior Notes due 2016 and $550 million aggregate principal amount of its 7.250 per cent Senior Notes due 2022. The net proceeds from this offering were used by Valeant to prepay the amounts outstanding under its term loan A facility (and cancel the undrawn senior secured revolving credit facility), to fund the repurchase of $275 million of its common shares from ValueAct Capital Master Fund, L.P., to finance the redemption of its 4 per cent convertible subordinated notes due 2013 and for general corporate purposes. The private placement of the Senior Notes was led by Goldman, Sachs & Co., as sole book-running manager.

Valeant also completed, on February 8, 2011, the private placement in the United States and Canada of $650 million aggregate principal amount of its 6.750 per cent Senior Notes due 2021.

The net proceeds from this offering were used to finance the acquisition by Valeant of all of the issued and outstanding stock of PharmaSwiss SA, a Swiss corporation, the acquisition by Valeant of the US and Canadian rights to non-ophthalmic topical formulations of Zovirax Ointment and Zovirax Cream from GlaxoSmithKline, to pay fees and expenses in connection with the foregoing acquisitions and for general corporate purposes.

Ogilvy Renault LLP acted as Canadian counsel to Valeant. Ogilvy Renault's team included Gino Martel, Pete Wiazowski, Niko Veilleux and David Millette (corporate and securities) and Derek Chiasson (tax). In the United States, Valeant was represented by Skadden, Arps, Slate, Meagher & Flom LLP with a team that included Richard Aftanas (corporate finance); Robert Copen (banking) and David Rievman (tax).

Cahill Gordon & Reindel LLP represented the underwriters in the United States with a team that included Noah Newitz, Michael Sherman, Timothy Howell, Neil Rajan and Dylan Brown (corporate). In Canada, the underwriters were represented by Osler, Hoskin & Harcourt LLP with a team that included Michael Hart, Brodie Swartz and Ben Leith (banking & financial services); Rob Lando and Kate Coolican (corporate and securities) and Greg Wylie (tax).