Valeant Pharmaceuticals International |
(Name of Issuer) |
Common Stock, $0.01 par value |
(Title of Class of Securities)
|
91911X104
|
(CUSIP
Number)
|
Allison
Bennington, Esq.
ValueAct
Capital
435
Pacific Avenue, Fourth Floor
San
Francisco, CA 94133
(415)
362-3700
|
(Name,
address and telephone number of Person Authorized to Receive Notices and
Communications)
|
June 20, 2010 |
(Date
of Event which Requires Filing of this
Statement)
|
1
|
NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ValueAct
Capital Master Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a)
þ
(b) ÿ
|
|||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS*
WC*
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
15,138,358**
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
15,138,358**
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,138,358**
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES) o
|
|||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VA
Partners I, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a)
þ
(b) ÿ
|
|||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS*
OO
*
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
15,138,358**
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
15,138,358**
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,138,358**
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES) o
|
|||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
|
|||
14
|
TYPE OF REPORTING PERSON
00
(LLC)
|
1
|
NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ValueAct
Capital Management, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a)
þ
(b) ÿ
|
|||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS*
OO*
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
15,138,358**
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
15,138,358**
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,138,358**
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES) o
|
|||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ValueAct
Capital Management, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a)
þ
(b) ÿ
|
|||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS*
OO
*
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
15,138,358**
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
15,138,358**
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,138,358**
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES) o
|
|||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
|
|||
14
|
TYPE OF REPORTING PERSON
00
(LLC)
|
1
|
NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ValueAct
Holdings, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a)
þ
(b) ÿ
|
|||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS*
OO
*
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
15,138,358**
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
15,138,358**
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,138,358**
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES) o
|
|||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ValueAct
Holdings GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a)
þ
(b) ÿ
|
|||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS*
OO
*
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
15,138,358**
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
15,138,358**
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,138,358**
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES) o
|
|||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
|
|||
14
|
TYPE
OF REPORTING PERSON
00
(LLC)
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
|
(1)
|
Joint
Filing Agreement.
|
|
(2)
|
Voting
Agreement, dated June 20, 2010, by and among Valeant Pharmaceuticals
International, Biovail Corporation and ValueAct Capital Master Fund, L.P.
filed as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K dated
June 23, 2010 and incorporated by reference
herein.
|
Dated: June
23, 2010
|
VALUEACT
CAPITAL MASTER FUND, L.P.
By: VA
PARTNERS I, LLC, its General Partner
By:/s/ George F. Hamel.
Jr.
George F. Hamel, Jr.
Chief Operating Officer
|
Dated: June
23, 2010
|
VA
PARTNERS I, LLC
By:/s/
George F. Hamel. Jr.
George
F. Hamel, Jr.
Chief
Operating Officer
|
Dated: June
23, 2010
|
VALUEACT
CAPITAL MANAGEMENT, L.P.
By: VALUEACT
CAPITAL MANAGEMENT, LLC, its General Partner
By:/s/ George F. Hamel.
Jr.
George
F. Hamel, Jr.
Chief
Operating Officer
|
Dated: June
23, 2010
|
VALUEACT
CAPITAL MANAGEMENT, LLC
By:/s/ George F. Hamel.
Jr.
George
F. Hamel, Jr.
Chief
Operating Officer
|
Dated: June
23, 2010
|
VALUEACT
HOLDINGS, L.P.
By: VALUEACT
HOLDINGS GP, LLC, its General Partner
By:/s/ George F. Hamel.
Jr.
George
F. Hamel, Jr.
Chief
Operating Officer
|
Dated: June
23, 2010
|
VALUEACT
HOLDINGS GP, LLC
By:/s/ George F. Hamel.
Jr.
George
F. Hamel, Jr.
Chief
Operating Officer
|
Dated: June
23, 2010
|
VALUEACT
CAPITAL MASTER FUND, L.P.
By: VA
PARTNERS I, LLC, its General Partner
By:/s/ George F. Hamel.
Jr.
George
F. Hamel, Jr.
Chief
Operating Officer
|
Dated: June
23, 2010
|
VA
PARTNERS I, LLC
By:/s/ George F. Hamel.
Jr.
George
F. Hamel, Jr.
Chief
Operating Officer
|
Dated: June
23, 2010
|
VALUEACT
CAPITAL MANAGEMENT, L.P.
By: VALUEACT
CAPITAL MANAGEMENT, LLC, its General Partner
By:/s/ George F. Hamel.
Jr.
George
F. Hamel, Jr.
Chief
Operating Officer
|
Dated: June
23, 2010
|
VALUEACT
CAPITAL MANAGEMENT, LLC
By:/s/ George F. Hamel.
Jr.
George
F. Hamel, Jr.
Chief
Operating Officer
|
Dated: June
23, 2010
|
VALUEACT
HOLDINGS, L.P.
By: VALUEACT
HOLDINGS GP, LLC, its General Partner
By:/s/ George F. Hamel.
Jr.
George
F. Hamel, Jr.
Chief
Operating Officer
|
Dated: June
23, 2010
|
VALUEACT
HOLDINGS GP, LLC
By:/s/ George F. Hamel.
Jr.
George
F. Hamel, Jr.
Chief
Operating Officer
|