mark a. berman, esq. robin d. fineman, esq. hartmann ...€¦ · international, inc. securities...

Mark A. Berman, Esq.

Robin D. Fineman, Esq.

HARTMANN DOHERTY ROSA

BERMAN & BULBULIA, LLC

65 Route 4 East

River Edge, NJ 07661

(201) 441-9056

Attorneys for Defendants

Goldman, Sachs & Co.; J.P. Morgan

Securities LLC; Merrill Lynch, Pierce,

Fenner & Smith Incorporated; CIBC

World Markets Corp.; Citigroup Global

Markets Inc.; DBS Bank Ltd; TD

Securities (USA) LLC; BMO Capital

Markets Corp.; SMBC Nikko Securities

America, Inc.; Deutsche Bank Securities

Inc.; HSBC Securities (USA) Inc.;

Mitsubishi UFJ Securities (USA), Inc.;

DNB Markets, Inc.; Barclays Capital

Inc.; Morgan Stanley & Co. LLC; RBC

Capital Markets, LLC; and SunTrust

Robinson Humphrey, Inc.

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF NEW JERSEY

In re VALEANT PHARMACEUTICALS

INTERNATIONAL, INC. SECURITIES

LITIGATION

__________________________________

This Document Relates To:

ALL ACTIONS.

Master No. 3:15-cv-7658-MAS-

LHG

BANK OFFERING

DEFENDANTS’ NOTICE OF

MOTION TO DISMISS THE

CONSOLIDATED COMPLAINT

Oral Argument Requested

Case 3:15-cv-07658-MAS-LHG Document 164 Filed 09/13/16 of 3 PageID: 2914

2

PLEASE TAKE NOTICE that, on a date and time to be set by the Court,

Defendants Goldman, Sachs & Co.; J.P. Morgan Securities LLC; Merrill Lynch,

Pierce, Fenner & Smith Incorporated; CIBC World Markets Corp.; Citigroup Global

Markets Inc.; DBS Bank Ltd; TD Securities (USA) LLC; BMO Capital Markets

Corp.; SMBC Nikko Securities America, Inc.; Deutsche Bank Securities Inc.; HSBC

Securities (USA) Inc.; Mitsubishi UFJ Securities (USA), Inc.; DNB Markets, Inc.;

Barclays Capital Inc.; Morgan Stanley & Co. LLC; RBC Capital Markets, LLC; and

SunTrust Robinson Humphrey, Inc. (the “Bank Offering Defendants”), will move

before the Honorable Michael A. Shipp, U.S.D.J., at the United States District Court

for the District of New Jersey, 402 East State Street, Trenton, New Jersey, for entry

of an Order dismissing Counts III through VIII of Plaintiffs’ Consolidated

Complaint as to the Bank Offering Defendants with prejudice; and

PLEASE TAKE FURTHER NOTICE that, in support of this motion, the

Bank Offering Defendants will rely upon the accompanying Brief and Declaration

of Richard A. Rosen, Esq. with exhibits, as well as the Brief in Support of Motion

to Dismiss filed by Defendants Valeant Pharmaceuticals International, Inc., J.

Michael Pearson, Robert L. Rosiello, Ari S. Kellen, Ronald H. Farmer, Colleen

Goggins, Robert A. Ingram, Anders Lönner, Theo Melas-Kyriazi, Robert N. Power,

Norma Provencio, Katherine B. Stevenson and Jeffrey W. Ubben, and the proposed

form of Order submitted herewith.


3

Respectfully submitted,





65 Route 4 East

River Edge, New Jersey 07661

(201) 441-9056

[email protected]

and

Richard A. Rosen, Esq. (pro hac vice)

PAUL, WEISS, RIFKIND,

WHARTON & GARRISON LLP

1285 Avenue of the Americas

New York, New York 10019-6064

(212) 373-3000

[email protected]

Attorneys for the Bank Offering

Defendants

Dated: September 13, 2016


mailto:[email protected]






LITIGATION

_____________________________________


ALL ACTIONS.

Master File No. 3:15-cv-7658-

MAS-LHG

ORAL ARGUMENT

REQUESTED

BANK OFFERING DEFENDANTS’

BRIEF IN SUPPORT OF MOTION TO DISMISS

THE CONSOLIDATED COMPLAINT





65 Route 4 East


Telephone: (201) 441-9056

Richard A. Rosen, Esq. (pro hac

vice)




New York, NY 10019-6064

Telephone: (212) 373-3000


Defendants

Case 3:15-cv-07658-MAS-LHG Document 164-1 Filed 09/13/16 Page 1 of 30 PageID: 2917

i

TABLE OF CONTENTS

PRELIMINARY STATEMENT ............................................................................... 1

FACTUAL BACKGROUND .................................................................................... 2

The Note Offerings ................................................................................................. 3

The Secondary Offering of Common Stock ........................................................... 5

ARGUMENT ............................................................................................................. 7

I. The Securities Act Does Not Apply to the Note Offerings .............................. 7

II. Even If the Securities Act Applied to the Note Offerings, TIAA-CREF Has

Not Adequately Alleged That It Purchased Notes From an Identified Bank

Offering Defendant, and Counts III Through VI Should Therefore Be

Dismissed for Lack of Standing ......................................................................16

III. The Section 11 and 12(a)(2) Claims Arising Out of the Stock Offering Fail

Because the Complaint Does Not Adequately Allege That City of Tucson

Has Standing to Sue, and Counts VII and VIII Should Therefore Be

Dismissed ........................................................................................................18

A. The Complaint Fails To Adequately Allege That City of Tucson Has

Standing to Sue Under Section 11 ............................................................18

B. The Complaint Fails to Adequately Allege That City of Tucson Has

Standing to Sue Under Section 12(a)(2)...................................................23

CONCLUSION ........................................................................................................25


ii

TABLE OF AUTHORITIES

Page(s)

Cases

AAL High Yield Bond Fund v. Ruttenberg,

No. Civ. A. 00-C-1404-S, 2001 WL 34372980 (N.D. Ala. Sept. 30,

2001) ................................................................................................................... 11

In re Adams Golf, Inc. Sec. Litig.,

176 F. Supp. 2d 216 (D. Del. 2001), rev’d in part on other

grounds, 381 F.3d 267 (3d Cir. 2004) ................................................................ 16

Am. High-Income Trust v. AlliedSignal,

329 F. Supp. 2d 534 (S.D.N.Y. 2004) .......................................................... 10, 11

Ballay v. Legg Mason Wood Walker, Inc.,

925 F.2d 682 (3d Cir. 1991) ............................................................................... 22

Beaver Cnty. Employees’ Ret. Fund v. Tile Shop Holdings, Inc.,

94 F. Supp. 3d 1035 (D. Minn. 2015) ................................................................. 21

Bell Atl. Corp. v. Twombly,

550 U.S. 544 (2007) ............................................................................................ 20

In re Century Aluminum Co. Sec. Litig.,

729 F.3d 1104 (9th Cir. 2013) ................................................................ 20, 21, 22

In re Constar Int’l Inc. Sec. Litig.,

No. 03 Civ. 5020, 2008 WL 614551 (E.D. Pa. Mar. 4, 2008) ...................... 16, 18

In re Enron Corp. Sec., Derivative & ERISA Litig.,

310 F. Supp. 2d 819 (S.D. Tex. 2004) ................................................................ 11

In re EveryWare Global, Inc. Sec. Litig.,

No. 2:14-CV-01838, 2016 WL 1242689 (S.D. Ohio Mar. 30, 2016) ................ 21

Finkelman v. NFL,

810 F.3d 187 (3d Cir. 2016) ............................................................................... 22

In re Fisker Auto. Holdings, Inc. S’holder Litig.,

Civ. No. 13-2100, 2015 WL 6039690 (D. Del. Oct. 15, 2015) .................... 13, 14


iii

Gibbons v. Malone,

703 F.3d 595 (2d Cir. 2012) ............................................................................... 21

Gotham Holdings, LP v. Health Grades, Inc.,

534 F. Supp. 2d 442 (S.D.N.Y. 2008) ................................................................ 10

Gustafson v. Alloyd Co.,

513 U.S. 561 (1995) .......................................................................................... 7, 8

In re Hayes Lemmerz Int’l, Inc. Equity Sec. Litig.,

271 F. Supp. 2d 1007 (E.D. Mich. 2003) ........................................................... 10

In re Ikon Office Solutions, Inc. Sec. Litig.,

194 F.R.D. 166 (E.D. Pa. 2000) .......................................................................... 23

Johnson v. CBD Energy, Ltd.,

No. H-15-1668, 2016 U.S. Dist. LEXIS 87174 (S.D. Tex. Jul. 6,

2016) ............................................................................................................. 20, 22

Lewis v. Fresne,

252 F.3d 352 (5th Cir. 2001) ................................................................................ 7

Luminent Mortg. Capital, Inc. v. Merrill Lynch & Co.,

652 F. Supp. 2d 576 (E.D. Pa. 2009) .................................................................. 23

In re Measurement Specialties, Inc. Sec. Litig.,

No. 02 Civ. 1071, 2003 U.S. Dist. LEXIS 27904 (D.N.J. Sept. 29,

2003) ............................................................................................................. 18, 22

In re Merrill Lynch Auction Rate Sec. Litig.,

No. 09 MD 2030 Civ. 124, 2012 WL 1994707 (S.D.N.Y. June 4,

2012), aff’d sub nom. Iconix Brand Grp. v. Merrill Lynch, Pierce,

Fenner & Smith Inc., 505 F. App’x 14 (2d Cir. 2012) ......................................... 9

Morrison v. Nat’l Australia Bank Ltd.,

561 U.S. 247 (2010) ............................................................................................ 15

NL Indus. v. Old Bridge Twp.,

No. 13-3493, 2014 U.S. Dist. LEXIS 90317 (D.N.J. June 30, 2014)

(Shipp, J.) .............................................................................................................. 3

Polanco v. Omnicell, Inc.,

988 F. Supp. 2d 451 (D.N.J. 2013) ............................................................... 16, 24


iv

In re Prestige Brands Holding, Inc.,

No. 05 CV. 06924, 2006 WL 2147719 (S.D.N.Y. July 10, 2006) ..................... 23

In re Refco, Inc. Sec. Litig.,

503 F. Supp. 2d 611 (S.D.N.Y. 2007) .............................................. 10, 11, 12, 13

Swift v. Pandey,

No. 13-650, 2013 U.S. Dist. LEXIS 162029 (D.N.J. Nov. 13,

2013) ..................................................................................................................... 4

United States v. Georgia,

777 F.3d 125 (3d Cir. 2015) ............................................................................... 15

Winer Family Trust v. Queen,

503 F.3d 319 (3d Cir. 2007) ............................................................................... 15

In re WorldCom, Inc. Sec. Litig.,

294 F. Supp. 2d 431 (S.D.N.Y. 2003), vacated and remanded on

other grounds, 496 F.3d 245 (2d Cir. 2007) ....................................................... 10

Yung v. Lee,

432 F.3d 142 (2d Cir. 2005) ................................................................................. 7

Statutes and Regulations

S.E.C. Rule 144A (17 C.F.R. § 230.144A).......................................................passim

Section 11 of the Securities Act of 1933 (15 U.S.C. § 77k) ............................passim

Section 12(a)(2) of the Securities Act of 1933 (15 U.S.C. § 77l(a)(2)) ...........passim

Other Authorities

53 Fed. Reg. 44,016 (Nov. 1, 1988)........................................................................... 9

55 Fed. Reg. 17,933 (Apr. 30, 1990) ......................................................................... 9

Securities Act Release No. 33-5186, 1971 WL 126057 (Sept. 10,

1971) ..................................................................................................................... 8


1

The Bank Offering Defendants1 respectfully submit this Brief in Support of

their Motion to Dismiss the Consolidated Complaint (the “Complaint”), which

underscores the limited nature of the claims against them and the Complaint’s fatal

deficiencies requiring dismissal of those claims.

PRELIMINARY STATEMENT

As to the Bank Offering Defendants, the Complaint asserts claims under the

Securities Act of 1933 arising out of several securities offerings by Valeant

Pharmaceuticals International, Inc. (“Valeant”).

Four of these offerings were private placements of senior notes (the “Note

Offerings”), offered for sale solely to sophisticated investors pursuant to S.E.C.

Rule 144A. These private placements (for which certain of the Bank Offering

Defendants served as Initial Purchasers) were not sold by means of a prospectus.

Because the Securities Act simply does not apply to such offerings, the single

1 The Bank Offering Defendants are Barclays Capital, Inc.; BMO Capital Markets

Corp.; CIBC World Markets Corp.; Citigroup Global Markets Inc.; DBS Bank

Ltd.; Deutsche Bank Securities Inc.; DNB Markets Inc.; Goldman, Sachs & Co.;

HSBC Securities (USA) Inc.; J.P. Morgan Securities LLC; Merrill Lynch, Pierce,

Fenner & Smith Incorporated; Mitsubishi UFJ Securities (USA), Inc. (which, as

of July 1, 2016, changed its legal name to MUFG Securities America Inc.);

Morgan Stanley & Co. LLC; RBC Capital Markets LLC; SMBC Nikko

Securities America, Inc.; SunTrust Robinson Humphrey, Inc.; and TD Securities

(USA) LLC.


2

claim asserted against the Bank Offering Defendants with respect to these offerings

should be dismissed.

The Complaint also asserts claims against those Bank Offering Defendants

that served as underwriters of Valeant’s March 2015 secondary offering of

common stock. At the time of that offering, there were already 335 million shares

of common stock outstanding. Plaintiff City of Tucson fails to allege—as it

must—that it purchased shares in or traceable to the secondary offering, as

opposed to any of the hundreds of millions of outstanding shares of the identical

security. Indeed, City of Tucson’s own certification filed with the Court

establishes that it did not acquire shares in the offering. Accordingly, the claim

arising out of the secondary offering must be dismissed for lack of standing.

The Bank Offering Defendants also incorporate by reference all arguments

related to the Securities Act claims that Valeant makes in its brief in support of its

motion to dismiss.

FACTUAL BACKGROUND

The facts underlying this litigation are set forth at length in Valeant’s brief in

support of its motion to dismiss, and the Bank Offering Defendants do not reprise

them here except as necessary to provide context for their motion:


3

The Note Offerings

Plaintiff TIAA-CREF—the only named plaintiff asserting claims related to

the Note Offerings—makes four separate claims under Section 12(a)(2) of the

Securities Act of 1933, one relating to each of four Note Offerings conducted in

July 2013, December 2013, January 2015, and March 2015. (Compl. ¶ 556.) Each

of the Note Offerings was a private placement conducted pursuant to S.E.C. Rule

144A. The offering memorandum for each of the Note Offerings contained

prominently placed, boldfaced language specifically stating that the notes would

not be registered with the S.E.C. and would not be offered to the general public:

The notes have not been and will not be registered

under the Securities Act of 1933, as amended (the

“Securities Act”) and are being offered and sold in the

United States only to persons reasonably believed to be

qualified institutional buyers in reliance on Rule 144A

under the Securities Act and to certain non-U.S.

persons in transactions outside the United States in

reliance on Regulation S under the Securities Act.

Prospective purchasers that are qualified institutional

buyers are hereby notified that the seller of the notes

may be relying on the exemption from the provisions

of Section 5 of the Securities Act provided by Rule

144A. The notes have not been and will not be

qualified for sale to the public by prospectus under

applicable laws in Canada and, accordingly, any offer

and sale of the notes in the United States, Canada, or

any other jurisdiction will be made on a basis which is


4

exempt from the prospectus requirements of such

securities laws. . . .2

Each offering memorandum also stated in four other places—the Summary,

Risk Factors, Transfer Restrictions, and Plan of Distribution sections—that the

notes had not been and would not be registered under the Securities Act and that no

prospectus would be issued in connection with their sale.3 Each memorandum also

stated three more times that the notes would be offered and sold only to “qualified

institutional buyers” (“QIBs”) under Rule 144A or to non-U.S. purchasers under

Regulation S.4 Indeed, the Transfer Restrictions section of each memorandum

2 (Rosen Decl. Ex. 1 (July 2013 Memorandum) at cover page; Ex. 2 (December

2013 Memorandum) at cover page; Ex. 3 (January 2015 Memorandum) at cover

page; and Ex. 4 (March 2015 Memorandum) at cover page 2 (boldface in

original).) The Court may appropriately consider documents that are relied upon

in, or integral to, the complaint, as well as documents available in the public

record and facts that may be judicially noticed. NL Indus. v. Old Bridge Twp.,

No. 13-3493, 2014 U.S. Dist. LEXIS 90317, at *6–7 n.2 (D.N.J. June 30, 2014)

(Shipp, J.). Courts may also consider a company’s S.E.C. filings on a motion to

dismiss. See, e.g., Swift v. Pandey, No. 13-650, 2013 U.S. Dist. LEXIS 162029,

at *13 n.4 (D.N.J. Nov. 13, 2013).

3 (Rosen Decl. Exs. 1 (July 2013 Memorandum) at 16, 29-30, 117, 120-21; 2

(December 2013 Memorandum) at 8, 21, 84, 87-89; 3 (January 2015

Memorandum) at 9, 21, 85, 88-90; and 4 (March 2015 Memorandum) at 20, 35,

153, 157-59.)

4 (Rosen Decl. Exs. 1 (July 2013 Memorandum) at ii, 117, 120; 2 (December 2013

Memorandum) at ii, 84, 87; 3 (January 2015 Memorandum) at iii, 85, 88; and 4

(March 2015 Memorandum) at ii, 153, 157.)


5

provided that “[e]ach purchaser or transferee of notes will be deemed to have

represented and agreed,” among other things, (i) that it is a QIB or a non-U.S.

purchaser, (ii) that “[i]t acknowledges that the notes have not been registered under

the Securities Act,” and (iii) that it understood that each note would bear a legend

providing that the security was not registered.5 In addition, each offering

memorandum indicated that “[t]here is no public trading market for the notes” and

that Valeant “do[es] not intend to apply for a listing of the notes on any national

securities exchange.”6

The Secondary Offering of Common Stock

Plaintiff City of Tucson asserts claims under Sections 11 and 12(a)(2)

arising out of the Stock Offering of 7.3 million Valeant common shares in March

2015 at a price of $199 per share. (See, e.g., Compl. ¶ 671.) The Stock Offering

was effected on March 27, 2015.7 City of Tucson alleges in conclusory terms that

5 (Rosen Decl. Exs. 1 (July 2013 Memorandum) at 117-18; 2 (December 2013

Memorandum) at 84-85; 3 (January 2015 Memorandum) at 85-86; and 4 (March

2015 Memorandum) at 153-54.)

6 (Rosen Decl. Exs. 1 (July 2013 Memorandum) at 16; 2 (December 2013

Memorandum) at 9; 3 (January 2015 Memorandum) at 9; and 4 (March 2015

Memorandum) at 20.)

7 See Valeant Pharm. Int’l, Current Report (Form 8-K) (March 27, 2015) (“On

March 27, 2015, Valeant Pharmaceuticals International, Inc. will complete the

sale of 7,286,432 shares of its common stock, no par value”); Valeant Pharm.

Int’l, Quarterly Report (Form 10-Q) (Apr. 30, 2015) at 41 (“On March 27, 2015,


6

it “purchased Valeant stock in the March 2015 Stock Offering . . . traceable to the

registration statement and by means of the prospectus . . . .” (Compl. ¶ 557

(emphasis added).)

However, City of Tucson’s Certification, which is attached to the Complaint,

makes clear that the only Valeant shares City of Tucson acquired on March 27,

2015 were purchased for $198.24 and $198.46 per share—not the offering price of

$199.00.8 And on March 27, 2015, the 335 million9 Valeant shares already in

circulation in the market traded between $196.56 and $200.31, a range that

encompasses the prices at which City of Tucson purportedly bought shares on that

date.10 City of Tucson’s own sworn Certification thus does not support the claim

that it bought Valeant shares “in” the March 27, 2015 Stock Offering, but rather

we issued 7,286,432 of our common shares, no par value, at a price of $199.00

per common share, under a registered offering in the United States in connection

with the Salix Acquisition.”); see also id. at 20 (“On March 27, 2015, the

Company completed … a registered offering in the United States of 7,286,432 of

its common shares, no par value, at a price of $199.00 per common share, for

aggregate gross proceeds of approximately $1.45 billion.”).

8 (Rosen Decl. Ex. 5 (Certification of City of Tucson) at 2.)

9 See Valeant Pharm. Int’l, Annual Report (Form 10-K) at Cover (Feb. 25, 2015)

(“The number of outstanding shares of the registrant’s common stock as of

February 18, 2015 was 336,202,718.”).

10 (Rosen Decl. Ex. 6 (Bloomberg Report of Valeant stock trading on March 27,

2015).)


7

indicates that it purchased from the far larger pool of Valeant shares already

circulating in the secondary market.

ARGUMENT

I. The Securities Act Does Not Apply to the Note Offerings

Counts III through VI of the Complaint allege violations of Section 12(a)(2)

of the Securities Act premised on purportedly defective disclosures in the offering

documents for the Note Offerings. (See Compl. ¶¶ 572–668.) Each of these

Counts fails to state a claim as a matter of law because the Securities Act does not

apply to private placements of securities conducted pursuant to S.E.C. Rule 144A,

such as the Note Offerings here. See Yung v. Lee, 432 F.3d 142, 148-50 (2d Cir.

2005) (dismissing Section 12(a)(2) claim because it related to private transactions

for which defendants were not obligated to distribute a prospectus); Lewis v.

Fresne, 252 F.3d 352, 357 (5th Cir. 2001) (“Section 12 of the 1933 Act does not

apply to private transactions.”).

Section 12(a)(2) imposes liability on “[a]ny person” who “offers or sells a

security . . . by means of a prospectus . . . which includes an untrue statement of a

material fact or omits to state a material fact necessary in order to make the

statements, in the light of the circumstances under which they were made, not

misleading . . . .” 15 U.S.C. § 77l(a)(2). Interpreting Section 12(a)(2), the


8

Supreme Court has explained that “the liability imposed by § 12[(a)](2) cannot

attach unless there is an obligation to distribute the prospectus in the first place.”

Gustafson v. Alloyd Co., 513 U.S. 561, 571 (1995). The Court in Gustafson

squarely held that “the term ‘prospectus’ [as used in the statute] relates to public

offerings by issuers and their controlling shareholders.” Id. at 576 (emphasis

added). The Court thus ruled that Section 12(a)(2), by its terms, cannot impose

liability for misstatements in marketing materials for non-public offerings where a

prospectus is not required. Id. at 576–78 (emphasis added).

Offerings made pursuant to S.E.C. Rule 144A—like the Note Offerings

here—are by definition “deemed not to have been offered to the public” and are

therefore exempt from the registration and prospectus requirements of the

Securities Act. 17 C.F.R. § 230.144A(c). First adopted by the S.E.C. in 1972,

Rule 144 exempted certain types of securities issuances from the Act’s standard

disclosure requirements. In so doing, the S.E.C. balanced, on the one hand, the

goal of “full and fair disclosure” through the process of registering publicly-offered

securities with, on the other, the recognition that there existed “certain types of

securities and securities transactions where there was no practical need for

registration or where the benefits of registration were too remote.” Securities Act

Release No. 33-5186, 1971 WL 126057, at *2 (Sept. 10, 1971).


9

Consistent with this balancing, in 1990, the S.E.C. adopted Rule 144A,

expanding the exemption from the Securities Act’s disclosure and prospectus

requirements to include sales of securities that are, inter alia, marketed only to

large “qualified institutional buyers” (“QIBs”).11 55 Fed. Reg. 17,933 (Apr. 30,

1990). The rationale for this expansion was that sophisticated QIBs did not need

the full panoply of protections afforded retail investors.

Indeed, as the S.E.C. explained in proposing the exemption for securities

marketed only to QIBs, “[t]he key to the analysis of proposed Rule 144A is that

certain institutions can fend for themselves and that, therefore, offers and sales to

such institutions do not involve a public offering” triggering disclosure

requirements under the Act. 53 Fed. Reg. 44,016, 44,026 (Nov. 1, 1988); see also

id. at 44,027 (“[T]he proposed Rule gives full effect to the concept that these large

institutional investors are fully able to fend for themselves.”). The balance of

competing policy considerations struck by the S.E.C. in adopting Rule 144A thus

excludes offerings marketed only to QIBs from the disclosure and prospectus

obligations under the Securities Act.

11 Today, Rule 144A defines “qualified institutional buyers” to be any of a number

of types of entities (e.g., insurance companies, investment companies) that own

and invest at least $100 million of securities. 17 C.F.R. § 230.144A(a)(1).


10

Rule 144A offerings cannot, as a matter of law, give rise to liability under

the Act. See, e.g., In re Merrill Lynch Auction Rate Sec. Litig., No. 09 MD 2030,

10 Civ. 124, 2012 WL 1994707, at *5, 7 (S.D.N.Y. June 4, 2012) (holding that

“Section 12 claims based on Rule 144A offerings of unregistered securities in

private placements are subject to dismissal” and dismissing Section 12 claim

premised on Rule 144A offering “with prejudice as a matter of law”), aff’d sub

nom. Iconix Brand Grp. v. Merrill Lynch, Pierce, Fenner & Smith Inc., 505 F.

App’x 14 (2d Cir. 2012); Gotham Holdings, LP v. Health Grades, Inc., 534 F.

Supp. 2d 442, 445 (S.D.N.Y. 2008) (dismissing Section 12(a)(2) claim where, as

here, the issuer was under no obligation to issue a prospectus for the transactions at

issue); In re Refco, Inc. Sec. Litig., 503 F. Supp. 2d 611, 625–26 (S.D.N.Y. 2007)

(“[E]xemption from registration and non-public status are necessary consequences

of compliance with the conditions of Rule 144A. If the Rule 144A bonds were

exempt from registration because they complied with Rule 144A, they were non-

public by definition.”); Am. High-Income Trust v. AlliedSignal, 329 F. Supp. 2d

534, 543 (S.D.N.Y. 2004) (“[O]fferings under Rule 144A are by definition non-

public, and offering memoranda distributed in connection with such offerings

cannot give rise to Section 12(a)(2) liability.”); In re WorldCom, Inc. Sec. Litig.,

294 F. Supp. 2d 431, 454–56 (S.D.N.Y. 2003), vacated and remanded on other

grounds, 496 F.3d 245 (2d Cir. 2007); In re Hayes Lemmerz Int’l, Inc. Equity Sec.


11

Litig., 271 F. Supp. 2d 1007, 1028–29 (E.D. Mich. 2003) (“[S]ince Rule 144A

expressly provides that offerings to QIBs are private, and Gustafson limits §

12(a)(2) liability to public offerings, there can be no § 12(a)(2) liability.”).12 The

same conclusion should follow here.

Other than a single conclusory characterization in a sub-heading on page

218, the Complaint does not contain any allegations that support the conclusion

that the Note Offerings were not truly private placements. Rather, the Complaint

alleges only that the Note Offerings were “some of the largest corporate offerings

12 Although an overwhelming majority of courts have held that dismissal of

Securities Act claims is appropriate on a motion to dismiss, two district courts

outside of this Circuit have held—on the specific pleadings before them—that the

question of whether the offering in that case was “public” was a factual inquiry

that could not be decided on a motion to dismiss. See In re Enron Corp. Sec.,

Derivative & ERISA Litig., 310 F. Supp. 2d 819, 864–66 (S.D. Tex. 2004); AAL

High Yield Bond Fund v. Ruttenberg, No. Civ. A. 00-C-1404-S, 2001 WL

34372980, at *7 (N.D. Ala. Sept. 30, 2001). In neither case was a Rule 144A

offering ultimately held to be a public offering for purposes of the Securities Act.

Quite to the contrary, in In re Enron Corp. Securities, Derivative & ERISA

Litigation the court reversed course and granted defendant Deutsche Bank’s

motion to dismiss the Section 12(a)(2) claims in a subsequent opinion and

followed the cases that have held a Rule 144A offerings cannot give rise to

Section 12(a)(2) liability. See 761 F. Supp. 2d 504, 531–33 (S.D. Tex. 2011)

(citing, inter alia, WorldCom and AlliedSignal). In subsequent cases, courts have

refused to follow these two outlier decisions. See In re Refco, 503 F. Supp. 2d at

626 (“[C]ourts in the Southern District of New York have repeatedly declined to

follow [Enron’s] reasoning.”); AlliedSignal, 329 F. Supp. 2d at 543 (“The Court

declines to follow the AAL High Yield Bond Fund court’s reasoning.”).


12

by a drug company in the last five years” (Compl. ¶ 569) and that the offering

memoranda accompanying them supposedly included “information required in

connection with the sale of registered securities” (Id. ¶ 571). But neither of these

allegations removes the Note Offerings from the scope of the exemption provided

by Rule 144A. There is no size limit to offerings that can be conducted under Rule

144A, and courts have specifically rejected the allegation that a private offering

becomes “public” simply because its marketing materials contain information

similar to what may be found in a prospectus.13

Significantly, the Complaint does not contend that the Note Offerings failed

to comply with the requirements of Rule 144A. There is no allegation, for

example, that notes were marketed or sold to investors other than QIBs. Of equal

import, named plaintiff TIAA-CREF itself is a QIB, and has represented as much

in writing.14 Against this background, the one-sentence, entirely conclusory

allegation that the Rule 144A Note Offerings should be deemed to be “public”

13 See, e.g., In re Refco, 503 F. Supp. 2d at 625 (“Plaintiffs rely heavily on the fact

that the Rule 144A Offering Memorandum included the same information that

would later be included in the Bond Registration Statement, but the test is

whether there was any requirement that that information be included in the

Offering Memorandum.”).

14 (Rosen Decl. Ex. 7 (TIAA-CREF Certificates of Rule 144A Qualified

Institutional Buyer and Section 3(c)(7) Qualified Purchaser)).


13

because they were “marketed . . . and sold to a large cross-section of American

investors” and because the subsequent decline in the notes’ value has “adversely

impacted the retirement savings of tens of millions of Americans” (Compl. ¶ 570)

has no legal significance.

First, not a single investor that does not qualify as a QIB is identified; nor

are any facts alleged that suggest that the Note Offerings were marketed or sold in

violation of Rule 144A. The phrase “a large cross-section of American investors”

is sufficiently elastic and meaningless to describe accurately sales made only to

QIBs, and similar allegations have been rejected as the basis for Securities Act

liability. See In re Refco, 503 F. Supp. 2d at 626 (rejecting plaintiffs’ allegation

that “the Rule 144A Bonds were offered to a subset of the investing public” as

“disingenuous,” and commenting that “any private transaction involves ‘a subset of

the investing public’—every investor is a ‘subset’ of the investing public just as

every citizen is a subset of the general public”).

As for the suggestion that a decline in the value of the notes has adversely

affected “tens of millions of Americans” (Compl. ¶ 570), the fact that sophisticated

QIBs like TIAA-CREF invest their clients’ money in the instruments they purchase

in private offerings cannot convert a Rule 144A offering into a public offering.

See In re Fisker Auto. Holdings, Inc. S’holder Litig., Civ. No. 13-2100, 2015 WL


14

6039690, at *12 (D. Del. Oct. 15, 2015) (holding that offerings were private, not

public—even though the “accredited investor” venture capital firms that purchased

in the offerings had raised money from hundreds of private investors—because

“the investment information was provided to the venture capital firms, not to the

private investors”). Stripping Rule 144A offerings of their essential private

character merely because ultimate beneficial owners of QIB purchasers may not

themselves qualify as QIBs would completely undermine the purpose and

effectiveness of Rule 144A and would radically expand the scope of potential

liability under the Securities Act in a way that neither Congress nor the S.E.C. has

intended or endorsed. Such a rule would mean that no issuer could use Rule 144A

to sell a private placement to an institutional investor that manages client funds.

This would call into question the viability of Rule 144A, which last year alone was

used by American companies to issue $540.97 billion worth of private

placements.15 Moreover, TIAA-CREF’s unprecedented suggestion that the Court

should pierce TIAA-CREF’s own separate corporate identity is completely

inconsistent with fundamental corporate law principles.

15 (Rosen Decl. Ex. 8 (Thomson Reuters, 2015 US Private Placement Review) at

4).


15

Under such circumstances, the Court should follow the letter of S.E.C. rules,

as well as the approach of the vast majority of courts to have considered the

question, and conclude, as a matter of law, that Section 12(a)(2) does not apply to

Rule 144A offerings and dismiss Counts III through VI with prejudice. See, e.g.,

In re Fisker, 2015 WL 6039690, at *12 (concluding, as a matter of law on a motion

to dismiss, that an offering was non-public and dismissing Section 12(a)(2) claims

where the offering memorandum stated that the securities “have not been

registered under the Securities Act” and the issuer “solicited only ‘qualified

investors.’”).16

16 For the purposes of this motion, the Bank Offering Defendants construe

paragraph 729 of the Complaint—in which Plaintiffs purport to bring claims only

on behalf of a class that purchased Valeant stock and notes “in the United

States”—as an attempt by Plaintiffs to comply with Morrison v. National

Australia Bank Ltd., 561 U.S. 247 (2010). Under Morrison, the Securities Act

applies only to (i) transactions on U.S. securities exchanges and (ii) “domestic

transactions in other securities.” Id. at 267; see also United States v. Georgia,

777 F.3d 125, 135 (3d Cir. 2015) (“‘[A] securities transaction is domestic when

the parties incur irrevocable liability to carry out the transaction within the United

States or when title is passed within the United States.’” (quoting Absolute

Activist Value Master Fund Ltd. v. Ficeto, 677 F.3d 60, 69 (2d Cir. 2012))).

Should this case reach the class certification stage, a class containing members

not satisfying Morrison cannot be certified.


16

II. Even If the Securities Act Applied to the Note Offerings, TIAA-CREF

Has Not Adequately Alleged That It Purchased Notes From an

Identified Bank Offering Defendant, and Counts III Through VI Should

Therefore Be Dismissed for Lack of Standing

The Securities Act does not apply to the Note Offerings at issue here, but

even if it did, the Court still should dismiss Counts III through VI for lack of

standing. In a putative securities class action such as this, a named plaintiff must

have standing to support the court’s jurisdiction. See Winer Family Trust v.

Queen, 503 F.3d 319, 325–26 (3d Cir. 2007) (citing Fallick v. Nationwide Mut.

Ins. Co., 162 F.3d 410, 423 (6th Cir. 1998) (“A potential class representative must

demonstrate individual standing vis-a-vis [sic] the defendant; he cannot acquire

such standing merely by virtue of bringing a class action.”)) (additional citation

omitted). Further, at least one named plaintiff must have standing to sue each of

the defendants identified in the complaint. Polanco v. Omnicell, Inc., 988 F. Supp.

2d 451, 464 (D.N.J. 2013) (“plaintiff may not maintain an action on behalf of a

class against a specific defendant if the plaintiff is unable to assert an individual

cause of action against that defendant” (quotation marks and citation omitted)).

To obtain standing under Section 12(a)(2), a plaintiff must have purchased

directly from an underwriter or initial purchaser. See In re Adams Golf, Inc. Sec.

Litig., 176 F. Supp. 2d 216, 223 (D. Del. 2001) (noting that the “statutory language

of § 12(a)(2) requires privity by limiting seller’s liability ‘to the person purchasing


17

such security from him’ (quoting 15 U.S.C. § 77l(a))), rev’d in part on other

grounds, 381 F.3d 267 (3d Cir. 2004); In re Constar Int’l Inc. Sec. Litig., No. 03

Civ. 5020, 2008 WL 614551, at *2 (E.D. Pa. Mar. 4, 2008) (noting Section

12(a)(2)’s “privity requirement”).

Lead Plaintiff TIAA-CREF alone claims to have purchased in the Note

Offerings, but the Complaint offers only the same boilerplate allegation for each

Section 12(a)(2) claim:

Lead Plaintiff and other members of the Class purchased

Valeant senior notes in the [particular] Debt Offering from

the Bank Offering Defendants named in this Count and did

so by means of the [particular] Debt Offering Prospectus.

(Compl. ¶¶ 579, 601, 623, 649.) Significantly, this non-specific allegation fails to

identify which—if any—of the Bank Offering Defendants sold notes to TIAA-

CREF. Each of the Note Offerings had at least ten initial purchasers (see id.

¶ 567), but the Complaint does nothing to identify which of them TIAA-CREF

may have standing to sue. Seven of the Bank Offering Defendants were initial

purchasers of all of the Note Offerings (see id. ¶ 567), and any one of them could

have sold TIAA-CREF all of the notes it claims to have acquired. TIAA-CREF

could have purchased all of its Notes from one of the Bank Offering Defendants—

meaning that TIAA-CREF lacks standing as to all but one of the seventeen Bank

Offering Defendants. Under such circumstances, the Complaint has failed


18

adequately to plead that TIAA-CREF has standing to assert its Section 12(a)(2)

claims against any particular Bank Offering Defendant, and, for this independent

reason, the Court should dismiss Counts III through VI.

III. The Section 11 and 12(a)(2) Claims Arising Out of the Stock Offering

Fail Because the Complaint Does Not Adequately Allege That City of

Tucson Has Standing to Sue, and Counts VII and VIII Should

Therefore Be Dismissed

The Complaint’s Section 11 and 12(a)(2) claims concerning the Stock

Offering are asserted only by City of Tucson. Section 11 requires a plaintiff to

have purchased securities in or “traceable to an offering that was covered by the

allegedly false registration statement.” In re Constar Int’l Inc. Sec. Litig., No. 03

Civ. 5020, 2008 WL 614551, at *2 (E.D. Pa. Mar. 4, 2008) (quotation marks and

citation omitted). Section 12(a)(2) confers standing only on those who purchased

shares “directly in the public offering” and does not permit tracing at all. In re

Measurement Specialties, Inc. Sec. Litig., No. 02 Civ. 1071, 2003 U.S. Dist.

LEXIS 27904, at *26 (D.N.J. Sept. 29, 2003). Here, the Complaint does not

adequately allege that City of Tucson purchased shares directly in the Stock

Offering or that it purchased shares traceable to the Stock Offering. Therefore, the

Court should dismiss Counts VII and VIII for lack of standing.

A. The Complaint Fails To Adequately Allege That City of Tucson Has

Standing to Sue Under Section 11


19

The Complaint does not plausibly plead that City of Tucson purchased

shares in or traceable to the Stock Offering. Thus, it has failed to adequately allege

that City of Tucson has standing under Section 11.

City of Tucson alleges that it “purchased Valeant stock in the March 2015

Stock Offering . . . traceable to the registration statement and by means of the

prospectus” (Compl. ¶ 557 (emphasis added)) and purports to bring suit “on behalf

of itself and the other members of the Class who purchased Valeant common stock

in the March 2015 Stock Offering” (Id. ¶¶ 670, 714 (emphasis added)). Yet the

allegation that City of Tucson purchased “in” the Stock Offering is belied by City

of Tucson’s own sworn Certification attached to the Complaint. The Stock

Offering was completed on March 27, 2015, and the approximately 7.3 million

shares offered at a price of $199.00 were issued on that date.17 In its sworn

Certification, however, City of Tucson attests that the only purchases of Valeant

17 See Valeant Pharm. Int’l, Current Report (Form 8-K) (March 27, 2015) (“On

March 27, 2015, Valeant Pharmaceuticals International, Inc. will complete the

sale of 7,286,432 shares of its common stock, no par value[.]”); Valeant Pharm.

Int’l, Quarterly Report (Form 10-Q) (Apr. 30, 2015) at 41 (“On March 27, 2015,

we issued 7,286,432 of our common shares, no par value, at a price of $199.00

per common share, under a registered offering in the United States in connection

with the Salix Acquisition.”); see also id. at 20 (“On March 27, 2015, the

Company completed . . . a registered offering in the United States of 7,286,432 of

its common shares, no par value, at a price of $199.00 per common share, for

aggregate gross proceeds of approximately $1.45 billion.”)


20

stock it made on March 27, 2015 consisted of 300 shares at prices of $198.24 and

$198.46 and not, as would be expected if the purchases were made in the offering,

at the $199.00 offering price.18

On March 27, 2015, the 335 million Valeant common shares already in the

market prior to the Stock Offering changed hands at prices between $200.31 and

$196.56.19 It is thus obvious that City of Tucson could readily have acquired 300

shares at $198.24 and $198.46 on March 27, 2015 by buying some of the stock

already trading in the market prior to the Stock Offering. This “obvious alternative

explanation” for the provenance of the 300 shares purchased on the date of the

Stock Offering—combined with the complete lack of further factual allegations

supporting the notion that City of Tucson did purchase shares “in” the offering—

fatally undermines the plausibility of any allegation that City of Tucson purchased

shares “in” the offering. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 567 (2007).

With the allegation that City of Tucson purchased “in” the Stock Offering

contradicted by City of Tucson’s own Certification, the Complaint’s remaining

allegations fail to plausibly plead that City of Tucson purchased shares “traceable

18 (Rosen Decl. Ex. 5 (Certification of City of Tucson) at 2.)

19 (Rosen Decl. Ex. 6 (Bloomberg Report of Valeant stock trading on March 27,

2015).)


21

to” the Stock Offering. Indeed, the only remaining allegation that pertains to

traceability is the bare assertion that City of Tucson purchased shares “traceable”

to the registration statement underpinning the Stock Offering. (Compl. ¶ 557.)

Courts have found that mere conclusory allegations of traceability such as this do

not suffice to plead standing under Section 11. See In re Century Aluminum Co.

Sec. Litig., 729 F.3d 1104, 1108 (9th Cir. 2013); Johnson v. CBD Energy, Ltd., No.

H-15-1668, 2016 U.S. Dist. LEXIS 87174, at *20 (S.D. Tex. Jul. 6, 2016); In re

EveryWare Global, Inc. Sec. Litig., No. 2:14-CV-01838, 2016 WL 1242689, at

*18–20 (S.D. Ohio Mar. 30, 2016); Beaver Cnty. Employees’ Ret. Fund v. Tile

Shop Holdings, Inc., 94 F. Supp. 3d 1035, 1056–58 (D. Minn. 2015).

Such unadorned allegations of traceability are especially weak where, as

here, “a company has issued shares in multiple offerings under more than one

registration statement . . . [and thus] a greater level of factual specificity will be

needed before a court can reasonably infer that shares purchased in the aftermarket

are traceable to a particular offering.” In re Century Aluminum, 729 F.3d at 1107.

To understand why this is so, consider that the Stock Offering’s issuance of 7.3

million common shares occurred against the backdrop of 335 million shares

already in the market and therefore only increased the number of outstanding

Valeant shares by approximately 2%. Because of the “fungible nature of shares of


22

stock,” the odds of any one of the 300 shares bought on March 27, 2015 having

been a share issued in the Stock Offering is less than one in a million. Gibbons v.

Malone, 703 F.3d 595, 601 (2d Cir. 2012) (quotation marks and citation omitted).

The odds are equally stacked against any of City of Tucson’s subsequent

aftermarket purchases of Valeant common stock.

Because the Complaint alleges no additional facts regarding the connection

between City of Tucson’s aftermarket purchases and the Stock Offering, the Court

cannot reasonably infer that any of those aftermarket purchases included shares

traceable to the Stock Offering. See In re Century Aluminum, 729 F.3d at 1107. In

short, City of Tucson’s allegations “do not tend to exclude the possibility that [its]

shares came from the pool of previously issued shares.” Id. at 1108. Under these

circumstances, City of Tucson has failed to “affirmatively and plausibly suggest

that it has standing to sue.” Finkelman v. NFL, 810 F.3d 187, 194 (3d Cir. 2016)

(quotation marks and citation omitted). Therefore, the Court should dismiss the

Section 11 claim against the Bank Offering Defendants. See In re Century

Aluminum, 729 F.3d at 1109; Johnson, 2016 U.S. Dist. LEXIS 87174, at *20

(dismissing Section 11 claims and concluding that a plaintiff “cannot rely on the

boilerplate language included in the amended complaint to plausibly allege


23

traceability” where there was “aftermarket intermingling” of shares from various

offerings).

B. The Complaint Fails to Adequately Allege That City of Tucson Has

Standing to Sue Under Section 12(a)(2)

In the Section 12(a)(2) context, tracing is not permissible; to have standing,

a plaintiff must have purchased “directly in the public offering.” In re

Measurement Specialties, 2003 U.S. Dist. LEXIS 27904, at *26; see also Ballay v.

Legg Mason Wood Walker, Inc., 925 F.2d 682, 689 (3d Cir. 1991) (holding that

Section 12(a)(2) “should not be expanded to aftermarket trading”); Luminent

Mortg. Capital, Inc. v. Merrill Lynch & Co., 652 F. Supp. 2d 576, 596 (E.D. Pa.

2009) (noting that Section 12(a)(2) does not apply to secondary market

transactions); In re Prestige Brands Holding, Inc., No. 05 CV. 06924, 2006 WL

2147719, at *9 (S.D.N.Y. July 10, 2006) (dismissing Section 12(a)(2) claim

brought by plaintiffs who alleged “merely that they bought shares ‘traceable to’ or

‘in connection with’ an [initial public offering],” since the statute “provides for a

claim only in favor of those who purchase stock directly in an initial public

offering”); In re Ikon Office Solutions, Inc. Sec. Litig., 194 F.R.D. 166, 182 (E.D.

Pa. 2000) (“[Section 12(a)(2)] does not apply to secondary market transactions.”).

As discussed in the prior section, City of Tucson has not plausibly pleaded

that it purchased its shares in the Stock Offering. Accordingly, the Complaint fails


24

to adequately allege that City of Tucson has standing to sue under Section 12(a)(2).

For this reason, the Court should dismiss Count VIII.20

20 Even if City of Tucson had adequately pleaded that it did, in fact, acquire at least

some shares directly in the Stock Offering, the Section 12(a)(2) claim would still

merit dismissal for lack of standing due to City of Tucson’s failure to identify

which of the ten Stock Offering underwriters it might have standing to sue. City

of Tucson could have purchased all 300 shares from one underwriter, in which

case it would lack standing as to the other nine. (And indeed, it is not plausible

that a large institutional buyer such as City of Tucson would have split a

purchase of 300 Valeant common shares among ten banks.) The Complaint thus

fails to adequately plead that City of Tucson has standing to assert its Section

12(a)(2) claim arising out of the Stock Offering against any particular Bank

Offering Defendant. See Polanco, 988 F. Supp. 2d at 464 (“plaintiff may not

maintain an action on behalf of a class against a specific defendant if the plaintiff

is unable to assert an individual cause of action against that defendant”). For this

independent reason, Count VIII should be dismissed.


25

CONCLUSION

For the foregoing reasons, the Bank Offering Defendants respectfully submit

that the Court should dismiss Counts III through VIII of the Complaint as a matter

of law.

Respectfully submitted,




BERMAN & BULBULIA, LLC 65 Route 4 East


(201) 441-9056

– and –

Richard A. Rosen, Esq. (pro hac vice)




New York, NY 10019

(212) 373-3305


Defendants



UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY

In re VALEANT PHARMACEUTICALS INTERNATIONAL, INC. SECURITIES LITIGATION


ALL ACTIONS.

Master File No. 3:15-cv-7658-MAS-LHG

DECLARATION OF RICHARD A. ROSEN IN SUPPORT OF THE BANK OFFERING DEFENDANTS' MOTION TO DISMISS

THE CONSOLIDATED COMPLAINT

RICHARD A. ROSEN, ESQ., under penalty of perjury, declares and certifies as follows:

1. I am a member of the law firm of Paul, Weiss, Rifkind,

Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New

York, 10019, attorneys for the Bank Offering Defendants1 in the above-

captioned action. I am admitted to practice pro hac vice before the Court in

this matter. I respectfully submit this Declaration in support of the Bank

The Bank Offering Defendants are Barclays Capital, Inc.; BMO Capital Markets Corp.; CIBC World Markets Corp.; Citigroup Global Markets Inc.; DBS Bank Ltd.; DNB Markets Inc.; Goldman, Sachs & Co.; HSBC Securities (USA) Inc.; J.P. Morgan Securities LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Mitsubishi UFJ Securities (USA), Inc. (which, as of July 1, 2016, changed its legal name to MUFG Securities America Inc.); Morgan Stanley & Co. LLC; RBC Capital Markets LLC; SMBC Nikko Securities America, Inc.; SunTrust Robinson Humphrey, Inc.; and TD Securities (USA) LLC.


Offering Defendants' Motion to Dismiss the Consolidated Complaint (the

"Complaint").

2. Attached hereto are true and correct copies of the

following documents, which are referenced in the Bank Offering

Defendants' Memorandum of Law in Support of Their Motion to Dismiss

the Complaint:

Exhibit 1:

Exhibit 2:

Exhibit 3:

Exhibit 4:

Exhibit 5:

Excerpted pages of Valeant Pharmaceuticals International, Inc.'s ("Valeant") Offering Circular for its July 2013 offering of 6.75% and 7.50% Senior Notes, dated June 27, 2013 (Cited and incorporated by reference in the Complaint at Paragraphs 552, 553, 555, 556, 566, 571, 578-88).

Excerpted pages of Valeant's Offering Circular for its December 2013 offering of 5.625% Senior Notes, dated November 15, 2013 (Cited and incorporated by reference in the Complaint at Paragraphs 552, 553, 555, 556, 566, 571,600-12).

Excerpted pages of Valeant's Offering Memorandum for its January 2015 offering of 5.50% Senior Notes, dated January 15, 2015 (Cited and incorporated by reference in the Complaint at Paragraphs 552, 553, 555, 556, 566, 571,622-26,629-38).

Excerpted pages of Valeant's Offering Memorandum for its March 2015 offering of 5.375%, 5.875%, 4.50%, and 6.125% Senior Notes, dated March 13, 2015 (Cited and incorporated by reference in the Complaint at Paragraphs 552, 553, 555, 556, 566, 571, 648-53, 659-65).

Certification of City of Tucson together with and on behalf of the Tucson Supplemental Retirement System,


June 24, 2016, Dkt. No. 80-3 (Cited and incorporated by reference in the Complaint at Paragraph 32).

Exhibit 6: Bloomberg Report of Valeant stock trading on March 19, 2015 through March 27, 2015.

Exhibit 7: TIAA-CREF Certificates of Rule 144A Qualified Institutional Buyer and Section 3(c)(7) Qualified Purchaser.

Exhibit 8: Thomson Reuters, US Private Placement Review, Placement Agents: Full Year 2015.

In accordance with 28 U.S.C. § 1746,1 hereby declare under

penalty of perjury that the foregoing is true and correct.

Dated: September 12, 2016 New York, New York

ICHARD A. ROSEN, ESQ


Offering Circular

Valeant Pharmaceuticals International, Inc.Initially issued by VPII Escrow Corp.

$ 3,225,000,000$1,600,000,000 6.75% Senior Notes due 2018$1,625,000,000 7.50% Senior Notes due 2021

VPII Escrow Corp. (the “Issuer”), a newly formed, wholly owned subsidiary of Valeant Pharmaceuticals International, Inc. (“Parent”), is offering$1,600 million aggregate principal amount of its 6.75% Senior Notes due 2018 (the “2018 notes”) and $1,625 million aggregate principal amount of its7.50% Senior Notes due 2021 (the “2021 notes” and together with the 2018 notes, the “notes”). The Issuer will pay interest on the 2018 notes onFebruary 15 and August 15 of each year and interest on the 2021 notes on January 15 and July 15 of each year. Interest on the notes will accrue fromJuly 12, 2013, and the first interest payment in respect of the 2018 notes will be made on February 15, 2014 and the first interest payment in respect of the2021 notes will be made on January 15, 2014. The 2018 notes will mature on August 15, 2018 and the 2021 notes will mature on July 15, 2021.

The 2018 notes will be redeemable at the option of the Issuer, in whole or in part, at any time on or after August 15, 2015 and the 2021 notes will beredeemable at the option of the Issuer, in whole or in part, at any time on or after July 15, 2016, at the redemption prices specified under “Description ofthe Notes—Optional Redemption.” In addition, the Issuer may redeem some or all of the 2018 notes prior to August 15, 2015 and some or all of the 2021notes prior to July 15, 2016, in each case at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to August 15, 2015,the Issuer may redeem up to 35% of the aggregate principal amount of the 2018 notes and prior to July 15, 2016 the Issuer may redeem up to 35% of theaggregate principal amount of the 2021 notes, in each case using the proceeds of certain equity offerings at the respective redemption price set forth inthis offering circular. If we experience a change of control or sell certain assets, the Issuer may be required to offer to purchase the notes from holders.

The notes will be the senior unsecured obligations of the Issuer, ranking equally in right of payment with all of its existing and future unsecured andunsubordinated indebtedness and senior to its existing and future subordinated indebtedness. The notes will be effectively junior in right of payment to theexisting and future secured indebtedness of the Issuer, to the extent of the assets securing such indebtedness.

The notes are being issued in connection with the proposed merger (the “Merger”) of Stratos Merger Corp. (“Merger Sub”), a wholly owned subsidiaryof Valeant Pharmaceuticals International (“Valeant”), a wholly owned subsidiary of Parent, with and into Bausch & Lomb Holdings Incorporated (“Bausch &Lomb”), with Bausch & Lomb surviving as a wholly owned subsidiary of Valeant pursuant to an agreement and plan of merger (the “Merger Agreement”).

The Issuer will initially issue the notes. VPII Escrow Corp. was created solely to issue the notes. The net proceeds of this offering, together with cashin an amount sufficient to fund the special mandatory redemption payment (when and if due), will be deposited into a segregated escrow account on theclosing date and will be held as collateral security for VPII Escrow Corp.’s obligations in respect of the notes during the escrow period. If (1) the Merger isnot completed on or before November 24, 2013, which we refer to as the Deadline, or (2) prior to the Deadline, the Merger Agreement is terminated orValeant determines that the Merger will not otherwise be pursued, then VPII Escrow Corp. will be required to redeem the notes at 100% of the issue priceof the notes, plus accrued and unpaid interest to, but excluding, the redemption date (such payment amount, the “special mandatory redemptionpayment”). At the time of the closing of the Merger, (1) VPII Escrow Corp. will be voluntarily liquidated and all of its obligations will be assumed by, and allof its assets will be distributed to, Parent (the “escrow liquidation”), (2) Parent will assume all of VPII Escrow Corp.’s obligations under the notes and therelated indenture (the “assumption” and, together with the Merger and the escrow liquidation, the “Merger Transactions”) and (3) the funds held in escrowwill be released to us. We intend to use the net proceeds of this offering, together with borrowings under our credit agreement and the net proceeds ofParent’s equity offering to fund (i) the Merger consideration; (ii) Bausch & Lomb’s obligation to repay all outstanding loans under its existing credit facilities;(iii) Bausch & Lomb’s tender offer for or defeasance or irrevocable call for redemption and deposit of cash to effect such defeasance or redemption ofBausch & Lomb’s 9.875% Senior Notes due 2015; and (iv) certain transaction expenses. See “Use of proceeds.”

Following the escrow liquidation, the notes will be guaranteed by each of Parent’s subsidiaries that is a guarantor of Parent’s existing senior securedcredit facilities. These guarantees will be unsecured and will rank equally in right of payment with all existing and future unsecured and unsubordinatedindebtedness of the guarantors and senior to the existing and future subordinated indebtedness of the guarantors. The guarantees will be effectively juniorin right of payment to the existing and future secured indebtedness of the guarantors to the extent of the assets securing such indebtedness, including theguarantors’ indebtedness under Parent’s senior secured credit facilities. In addition, the notes will be effectively junior in right of payment to all liabilities ofthe non-guarantor subsidiaries.

See “Risk factors” beginning on page 24 to read about important factors you should consider before buying the notes.

Offering Price: 100%The offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from July 12, 2013.

The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being offeredand sold in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under theSecurities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemptionfrom the provisions of Section 5 of the Securities Act provided by Rule 144A. The notes have not been and will not be qualified for sale to thepublic by prospectus under applicable securities laws in Canada and, accordingly, any offer and sale of the notes in the United States, Canada orany other jurisdiction will be made on a basis which is exempt from the prospectus requirements of such securities laws. Specifically, allpurchasers of notes in all jurisdictions must be an “accredited investor” within the meaning of National Instrument 45-106 Prospectus andRegistration Exemptions (“NI 45-106”) and otherwise eligible to acquire the notes pursuant to an exemption from the prospectus requirements ofthe Securities Act (Quebec) (the “Quebec Securities Act”). The notes are not transferable except in accordance with the restrictions describedherein under “Transfer restrictions.”

We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company against paymenton or about July 12, 2013.

Joint book-running managers

Goldman, Sachs & Co. Barclays BofA Merrill Lynch J.P. MorganMorgan Stanley RBC Capital Markets

Senior co-managers

DNB Markets SunTrust Robinson HumphreyCo-managers

CIBC HSBC Mitsubishi UFJ Securities TD Securities

Offering Circular dated June 27, 2013

Ex. 1


Table of Contents

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24The Merger Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Unaudited Pro Forma Condensed Combined Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . 38Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64Certain United States Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112Certain Canadian Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120Validity of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124Independent Registered Public Accounting Firms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124

Ex. 1


We have not authorized anyone to provide any information or to make any representations other than thosecontained or incorporated by reference in this offering circular. We take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. This offering circular is an offerto sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.The information contained in this offering circular is current only as of its date.

This offering circular is confidential. You are authorized to use this offering circular solely for the purpose ofconsidering the purchase of the notes described in this offering circular. We and other sources identified hereinhave provided the information contained in this offering circular. The Initial Purchasers named herein do not makeany representation or warranty, expressed or implied, as to the accuracy or completeness of such information,and nothing contained in this offering circular is, or shall be relied upon as, a promise or representation by theInitial Purchasers. You may not reproduce or distribute this offering circular, in whole or in part, and you may notdisclose any of the contents of this offering circular or use any information herein for any purpose other thanconsidering the purchase of the notes. You agree to the foregoing by accepting delivery of this offering circular.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATESFEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THEFOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACYOF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The distribution of this offering circular and the offering and sale of the notes in certain jurisdictions may berestricted by law. We and the Initial Purchasers require persons in whose possession this offering circular comesto inform themselves about and to observe any such restrictions. This offering circular does not constitute an offerof, or an invitation to purchase, any of the notes in any jurisdiction in which such offer or invitation would beunlawful.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FORA LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIREREVISED STATUTES ANNOTATED, 1955, AS AMENDED (“RSA 421-B”), WITH THE STATEOF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTEREDOR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES AFINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENTFILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANYSUCH FACT, NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FORA SECURITY OR A TRANSACTION, MEANS THAT THE SECRETARY OF STATE HASPASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDEDOR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT ISUNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THEPROVISIONS OF THIS PARAGRAPH.

Notice to investors

You must comply with all applicable laws and regulations in connection with the distribution of this offeringcircular and the offer or sale of the notes. See “Transfer restrictions.” You are not to construe the contents of this

i

Ex. 1


offering circular as investment, legal or tax advice. You should consult your own counsel, accountant and otheradvisors as to legal, tax, business, financial and related aspects of a purchase of the notes. Neither we nor theInitial Purchasers are making any representation to you regarding the legality of an investment in the notes by youunder applicable laws. In making an investment decision regarding the notes offered by this offering circular, youmust rely on your own examination of our company and the terms of this offering, including, without limitation, themerits and risks involved. This offering is being made on the basis of this offering circular. Any decision topurchase notes in this offering must be based on the information contained in this offering circular, includinginformation incorporated herein by reference.

This offering circular is being provided on a confidential basis to prospective purchasers who are “accreditedinvestors” within the meaning of NI 45-106, in connection with offers and sales: (1) to persons reasonablybelieved to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“Rule 144A”) forinformational use solely in connection with their consideration of the purchase of the notes and (2) in offshoretransactions complying with Rule 903 or Rule 904 of Regulation S under the Securities Act. Its use for any otherpurpose is not authorized.

This offering circular contains summaries, believed to be accurate, of some of the terms of certain documents,but reference is made to the actual documents, copies of which will be made available upon request. For thecomplete information contained in those documents, see “Where you can find more information and incorporationby reference.”

In making your purchase, you will be deemed to have made certain acknowledgements,representations and agreements as indicated in this offering circular under the caption “Transferrestrictions.” These notes are subject to restrictions on transferability and resale and may not betransferred or resold except as permitted under the Securities Act and applicable state securities lawspursuant to registration or exemption therefrom. You should be aware that you may be required to bearthe financial risks of this investment for an indefinite period of time. See “Transfer restrictions.”

No person is authorized in connection with the offering made by this offering circular to give any informationor to make any representation not contained in this offering circular, including information incorporated herein byreference, and, if given or made, any other information or representation must not be relied upon as having beenauthorized by us or the Initial Purchasers. The information contained in this offering circular is as of the datehereof, and the information contained in any document incorporated by reference herein is as of the date of suchdocument, and such information is subject to change. Neither the delivery of this offering circular at any time norany subsequent commitment to enter into any financing shall, under any circumstances, create any implicationthat there has been no change in the information set forth in this offering circular, including informationincorporated herein by reference, or in our affairs since the dates thereof.

We reserve the right to withdraw the offering of the notes at any time, and we and the Initial Purchasersreserve the right to reject any commitment to subscribe for the notes, in whole or in part, and to allot to you lessthan the full amount of notes subscribed for by you. We are making this offering subject to terms described in thisoffering circular and the indenture related to the notes.

The notes will be available in book-entry form only. We expect that the notes sold pursuant to this offeringcircular will be issued in the form of one or more global certificates, all of which will be deposited with, or on behalfof, The Depository Trust Company (the “DTC”) and registered in its name or in the name of Cede & Co., itsnominee. Beneficial interests in the global certificates will be shown on, and transfers of interests in the globalcertificates will be effected only through, records maintained by DTC and its direct and indirect participants. Afterthe initial issuance of the global certificates, notes in certificated form will be issued in exchange for the globalcertificates only as set forth in the indenture governing the notes. See “Description of the notes—Book-entry,delivery and form.”

Industry and market data

This offering circular includes and incorporates by reference information with respect to market share andindustry conditions from third-party sources or based upon our estimates using such sources when available.While we believe that such information and estimates are reasonable and reliable, we have not independently

ii

Ex. 1


Governing law . . . . . . . . . The notes and the indenture governing the notes will be governed by NewYork law.

Transfer restrictions . . . The notes have not been and are not required to be registered under theSecurities Act or any state securities laws. We do not intend to register thenotes. Unless they are registered, the notes may not be offered or soldexcept pursuant to an exemption from or in a transaction not subject to theregistration requirements of the Securities Act and applicable statesecurities laws. The notes have not been qualified for sale to the public byprospectus under the securities laws of any province or territory of Canada.The notes initially sold to investors in Canada are subject to restrictions ontransfer in Canada and may not be sold or transferred directly or indirectlyexcept in compliance with applicable securities laws of any province orterritory of Canada. These resale restrictions may in some circumstancesapply to resales made outside of Canada. See “Transfer restrictions.”

Use of proceeds . . . . . . . The net proceeds from this offering, together with borrowings under theincremental term loans, and the net proceeds of our Equity Offering, areexpected to be used to fund (i) the transactions contemplated by the MergerAgreement, (ii) Bausch & Lomb’s obligation to repay all outstanding loansunder its existing credit facilities, (iii) Bausch & Lomb’s tender offer for ordefeasance or irrevocable call for redemption and deposit of cash to effectsuch defeasance or redemption of Bausch & Lomb’s 9.875% Senior Notesdue 2015 and (iv) certain transaction expenses.

No prior market . . . . . . . . There is no public trading market for the notes, and we do not intend toapply for a listing of the notes on any national securities exchange or forquotation of the notes on any automated dealer quotation system. See“Risk Factors—Risk factors relating to the notes—There is no establishedtrading market for the notes. If an actual trading market does not developfor the notes, you may not be able to resell them quickly, for the price thatyou paid or at all.”

Risk factors

Investing in the notes involves substantial risk. See the section entitled “Risk Factors” for adiscussion of certain factors that you should carefully consider before investing in the notes.

16

Ex. 1


the benefit of such legislation is sought with respect to the Issuer or any guarantor organized under Canadian law.For example, both the Bankruptcy and Insolvency Act (Canada) and the Companies’ Creditors Arrangement Act(Canada) contain provisions enabling an insolvent person to obtain a stay of proceedings against its creditors andto file a proposal to be voted on by the various classes of its affected creditors. A restructuring proposal, ifaccepted by the requisite majorities of each affected class of creditors, and if approved by the relevant Canadiancourt, would be binding on all creditors within each affected class, including those creditors that did not vote toaccept the proposal. Moreover, this legislation, in certain instances, permits the insolvent debtor to retainpossession and administration of its property, subject to court oversight, even though it may be in default underthe applicable debt instrument, during the period that the stay against proceedings remains in place. In addition, itmay be possible to restructure certain debt obligations, including guarantees, under the applicable corporategoverning statute.

The powers of the court under the Bankruptcy and Insolvency Act (Canada), and particularly under theCompanies’ Creditors Arrangement Act (Canada), have been interpreted and exercised broadly so as to protect arestructuring entity from actions taken by creditors and other parties. Accordingly, we cannot predict whetherpayments under the notes or the guarantees thereof would be made during any proceedings in bankruptcy,insolvency or other restructuring, whether or when the trustee could exercise its rights under the indenturegoverning the notes or whether and to what extent holders of the notes would be compensated for any delays inpayment, if any, of principal, interest and costs, including the fees and disbursements of the respective trustees.

The Issuer may not be able to repurchase the notes if Parent experiences a change of control.

The indenture governing the notes will require the Issuer to offer to repurchase the notes when certainchange of control events occur. If a change of control of Parent occurs, you will have the right to require theIssuer to repurchase some or all of your notes at a purchase price in cash equal to 101% of the principal amountof your notes to be repurchased plus accrued and unpaid interest to, but excluding, the repurchase date. Inaddition, the indentures governing our existing notes contain change of control provisions which give the holdersof such notes the right to require the applicable issuer thereunder to repurchase such notes at a purchase price incash equal to 101% of the principal amount of the applicable notes to be repurchased plus accrued and unpaidinterest to, but excluding, the repurchase date.

In the event that we experience a change of control that results in having to repurchase the notes, we may nothave sufficient financial resources to satisfy our obligations under the notes, our existing notes and our otherindebtedness. In addition, the change of control covenant in the indenture governing the notes offered hereby willnot cover all corporate reorganizations, mergers or similar transactions and may not provide you with protection ina highly leveraged transaction. See “Description of the notes—Repurchase at the option of holders—Change ofcontrol.”

The ability of holders of notes to require us to repurchase notes as a result of a disposition of“substantially all” assets may be uncertain.

The definition of change of control in the indenture governing the notes will include a phrase relating to thedirect or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of the assets of Parentand its restricted subsidiaries, taken as a whole. Although there is a limited body of case law interpreting thephrase “substantially all,” there is no precise established definition of the phrase under applicable law.Accordingly, the ability of a holder of notes to require the Issuer to repurchase such notes as a result of a sale,transfer, conveyance or other disposition of less than all of the assets of Parent and its restricted subsidiariestaken as a whole to another person or group may be uncertain.

Holders of the notes will not be entitled to registration rights and we do not currently intend to registerthe notes under applicable securities laws, and there are restrictions on your ability to transfer or resellthe notes.

The notes are being offered and sold pursuant to an exemption from registration under the Securities Act andapplicable state securities laws and we do not currently intend to register the notes or to offer to exchange the

29

Ex. 1


notes for notes registered under the Securities Act. The holders of the notes will not be entitled to require us toregister the notes for resale or otherwise. Therefore, you may transfer or resell the notes in the United States onlyin a transaction exempt from or not subject to the registration requirements of the Securities Act and applicablestate securities laws, and you may be required to bear the risk of your investment for an indefinite period of time.See “Transfer restrictions.”

There is no established trading market for the notes. If an actual trading market does not develop for thenotes, you may not be able to resell them quickly, for the price that you paid or at all.

The notes will constitute new issues of securities and there is no established trading market for the notes. Wedo not intend to apply for the notes to be listed on any securities exchange or to arrange for any quotation on anyautomated dealer quotation systems. The Initial Purchasers have advised us that they intend to make a market inthe notes, but they are not obligated to do so. Each Initial Purchaser may discontinue any market making in thenotes at any time, in its sole discretion, without prior notice. As a result, we cannot assure you as to the liquidity ofany trading market for the notes.

We also cannot assure you that you will be able to sell your notes at a particular time or at all, or that theprices that you receive when you sell them will be favorable. If no active trading market develops, you may not beable to resell your notes at their fair market value, or at all. The liquidity of, and trading market for, the notes mayalso be adversely affected by, among other things:

• prevailing interest rates;

• our operating performance and financial condition;

• the interest of securities dealers in making a market; and

• the market for similar securities.

Historically, the market for non-investment grade debt has been subject to disruptions that have causedvolatility in prices of securities similar to the notes. It is possible that the market for the notes will be subject todisruptions. Any disruptions may have a negative effect on noteholders, regardless of our prospects and financialperformance.

Our credit ratings may not reflect the risks of investing in the notes.

Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due.Consequently, real or anticipated changes in our credit ratings will generally affect the value of the notes. Thesecredit ratings may not reflect the potential impact of risks relating to structure or marketing of the notes. Agencyratings are not a recommendation to buy, sell or hold any security and may be revised or withdrawn at any timeby the issuing organization. Each agency’s rating should be evaluated independently of any other agency’s rating.There can be no assurance that our credit ratings will remain in effect for any given period of time or that suchratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency’sjudgment, circumstances so warrant. Actual or anticipated changes or downgrades in our credit ratings, includingany announcement that our ratings are under further review for a downgrade, could affect the value of the notes,may increase our borrowing costs and may negatively impact our ability to incur additional debt.

Many of the covenants in the indenture governing the notes would not apply from and after such time thatthe notes are rated investment grade by both Moody’s and Standard & Poor’s, even if the notes aresubsequently rated below investment grade.

Many of the covenants contained in the indenture governing the notes will not apply from and after such timethat the notes are rated investment grade by both Moody’s and Standard & Poor’s, and such covenants will not bereinstated if the notes are subsequently downgraded below investment grade. These covenants restrict, among

30

Ex. 1


Transfer Restrictions

The notes have not been registered under the Securities Act and they may not be offered or sold within theUnited States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in atransaction not subject to, the registration requirements of the Securities Act. In addition, the notes have not beenqualified for sale to the public by prospectus under the securities laws of the Province of Quebec or any otherprovince or territory of Canada, and may not be offered or sold except pursuant to an exemption from theprospectus requirements of the Quebec Securities Act. Accordingly, the notes are being offered and sold only(A) to “qualified institutional buyers” (as defined in Rule 144A) (“QIBs”) in compliance with Rule 144A and(B) outside the United States to persons other than U.S. persons (“non-U.S. purchasers”, which term shall includedealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficialowners (other than an estate or trust)) in reliance upon Regulation S under the Securities Act (“Regulation S”). Asused herein, the terms “United States” and “U.S. person” have the meanings given to them in Regulation S.Further, in order to comply with the requirements of the Quebec Securities Act, the notes are being offered herebyonly to prospective purchasers who, in addition to meeting all of the foregoing requirements, also qualify as“accredited investors” within the meaning of NI 45-106.

Each purchaser or transferee of notes will be deemed to have represented and agreed as follows:

1. It is an “accredited investor” as that term is defined in NI 45-106, which includes, among other things:(i) a person, other than an individual or investment fund, that has net assets of at least Cdn. $5 million asshown on its most recently prepared financial statements, that was not created and is not being used solely topurchase or hold securities as an “accredited investor”; (ii) a person acting on behalf of a fully managedaccount managed by that person, if that person is registered or authorized to carry on business as an adviseror the equivalent under the securities legislation of any jurisdiction; (iii) a bank or other financial institution; (iv)a securities dealer or adviser that is registered in any jurisdiction; (v) a pension fund that is regulated by aregulatory authority; (vi) any national, federal, state, provincial, territorial or municipal government of or in anyjurisdiction, or any agency of that government; or (vii) an entity all of the owners of interests in which, direct,indirect or beneficial, are persons that are accredited investors; and it further represents and agrees that it ispurchasing the notes for its own account or an account with respect to which it exercises sole investmentdiscretion and that it and any such account is either (A) a QIB, and is aware that the sale to it is being made inreliance on Rule 144A or (B) a non-U.S. purchaser that is outside the United States (or a non-U.S. purchaserthat is a dealer or other fiduciary as referred to above).

2. It acknowledges that the notes have not been registered under the Securities Act or qualified fordistribution under the Quebec Securities Act or the securities laws of any other province or territory of Canada(“Canadian Securities Laws”) and may not be offered or sold except as set forth below.

3. It shall not resell or otherwise transfer any of such notes prior to (i) the first anniversary of the last dateof original issuance of the notes (or such shorter period of time as permitted by Rule 144(d) under theSecurities Act) and (ii) such later date, if any, as may be required by applicable laws, except (A) to the Issueror any of its subsidiaries, (B) inside the United States to a QIB in a transaction complying with Rule 144A,(C) inside the United States to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or(7) under the Securities Act) (an “Accredited Investor”), that, prior to such transfer, furnishes (or has furnishedon its behalf by a U.S. broker-dealer) to the trustee a signed letter containing certain representations andagreements relating to the restrictions on transfer of the notes (the form of which letter can be obtained fromsuch trustee), (D) outside the United States in compliance with Rule 904 under the Securities Act,(E) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available),(F) in accordance with another exemption from the registration requirements of the Securities Act (and basedupon an opinion of counsel if the Issuer so requests), or (G) pursuant to an effective registration statementunder the Securities Act. Further, it shall not resell or otherwise transfer any of such notes except pursuant toan exemption from the prospectus requirements of Canadian Securities Laws, or in a transaction thatotherwise complies with or is not subject to the prospectus requirements of Canadian Securities Laws.

4. It agrees that it will give to each person to whom it transfers the notes notice of any restrictions ontransfer of such notes.

117

Ex. 1


5. It acknowledges that prior to any proposed transfer of notes in certificated form or of beneficial interestsin a note in global form (a “Global Note”) (in each case other than pursuant to an effective registrationstatement) the holder of notes or the holder of beneficial interests in a Global Note, as the case may be, maybe required to provide certifications and other documentation relating to the manner of such transfer andsubmit such certifications and other documentation as provided in the Indenture.

6. It understands that all of the notes will bear a legend substantially to the following effect unlessotherwise agreed by the Issuer and the holder thereof:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, ASAMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHINTHE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT ASSET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),(B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTIONIN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITEDINVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN“ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT PRIOR TO THE FIRST ANNIVERSARY OFTHE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITYEXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO AQUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,(C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE ASIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THERESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BEOBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN ANOFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IFAVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTIONFROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON ANOPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TOEACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THEEFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONEYEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS ANACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THETRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION ASEITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEINGMADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS“OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TOTHEM BY REGULATION S UNDER THE SECURITIES ACT.

In addition, the notes will bear the following additional legend unless and until otherwise agreed by theIssuer and the holder thereof:

CANADIAN RESALE LEGENDUNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUSTNOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATEROF (I) [the closing date of the offering will be inserted here], AND (II) THE DATE THE ISSUER BECAME AREPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

7. Either: (A) the purchaser is not a Plan (which term includes (i) employee benefit plans that are subjectto the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) plans, individualretirement accounts and other arrangements that are subject to Section 4975 of the Internal Revenue Code of

118

Ex. 1


Plan of Distribution

Upon the terms and subject to the conditions contained in the purchase agreement among the Issuer, Parentand the Initial Purchasers, the Issuer has agreed to sell to the Initial Purchasers, and the Initial Purchasers,subject to certain conditions, have severally agreed to purchase, the principal amount of the notes set forthopposite their name in the table below.

Initial Purchasers

PrincipalAmount of2018 Notes


Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 624,000,000 $ 633,750,000Barclays Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,000,000 113,750,000Merrill Lynch, Pierce, Fenner & Smith Incorporated . . . . . . . . . . . 112,000,000 113,750,000J.P. Morgan Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 288,000,000 292,500,000Morgan Stanley & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,000,000 113,750,000RBC Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,000,000 113,750,000DNB Markets, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,000,000 73,125,000SunTrust Robinson Humphrey, Inc. . . . . . . . . . . . . . . . . . . . . . . . . 72,000,000 73,125,000CIBC World Markets Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,000,000 24,375,000HSBC Securities (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,000,000 24,375,000Mitsubishi UFJ Securities (USA), Inc. . . . . . . . . . . . . . . . . . . . . . . 24,000,000 24,375,000TD Securities (USA) LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,000,000 24,375,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,600,000,000 $1,625,000,000

The Initial Purchasers are committed to take and pay for all of the notes being offered, if any are taken. Theinitial offering price for the notes is set forth on the cover page of this offering circular. After the notes are releasedfor sale, the Initial Purchasers may change the offering price and other selling terms with respect to the notes.The offering of the notes by the Initial Purchasers is subject to receipt and acceptance and subject to the InitialPurchasers’ right to reject any order in whole or in part.

The notes have not been registered under the Securities Act or qualified for distribution under the QuebecSecurities Act. The Initial Purchasers have agreed that they will only offer or sell the notes to “accreditedinvestors” within the meaning of NI 45-106 and, further, will only offer and sell the notes (A) in the United States topersons they reasonably believe to be qualified institutional buyers in reliance on Rule 144A under the SecuritiesAct, and (B) outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation Sunder the Securities Act. Terms used above have the meanings given to them by Rule 144A and Regulation Sunder the Securities Act.

In connection with sales outside the United States, the Initial Purchasers have agreed that they will not offer,sell or deliver the notes to, or for the account or benefit of, U.S. persons (i) as part of the Initial Purchasers’distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering or thedate the notes are originally issued. The Initial Purchasers will send to each dealer to whom they sell such notesduring such 40-day period a confirmation or other notice setting forth the restrictions on offers and sales of thenotes within the United States or to, or for the account or benefit of, U.S. persons.

In addition, with respect to notes initially sold pursuant to Regulation S, until 40 days after the later of thecommencement of this offering or the date the notes are originally issued, an offer or sale of such notes within theUnited States by a dealer that is not participating in the offering may violate the registration requirements of theSecurities Act.

The notes are a new issue of securities with no established trading market. The Issuer has been advised bythe Initial Purchasers that the Initial Purchasers intend to make a market in the notes but are not obligated to doso and may discontinue market making at any time without notice. No assurance can be given as to the liquidityof the trading market for the notes.

120

Ex. 1


In connection with the offering, the Initial Purchasers may purchase and sell notes in the open market. Thesetransactions may include short sales, stabilizing transactions and purchases to cover positions created by shortsales. Short sales involve the sale by the Initial Purchasers of a greater number of notes than they are required topurchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose ofpreventing or retarding a decline in the market price of the notes while the offering is in progress.

These activities by the Initial Purchasers, as well as other purchases by the Initial Purchasers for their ownaccounts, may stabilize, maintain or otherwise affect the market price of the notes. As a result, the price of thenotes may be higher than the price that otherwise might exist in the open market. If these activities arecommenced, they may be discontinued by the Initial Purchasers at any time. These transactions may be effectedin the over-the-counter market or otherwise.

In relation to each Member State of the European Economic Area which has implemented the ProspectusDirective (each, a Relevant Member State), the Initial Purchasers have represented and agreed that with effectfrom and including the date on which the Prospectus Directive is implemented in that Relevant Member State (theRelevant Implementation Date) they have not made and will not make an offer of notes which are the subject ofthe offering contemplated by this offering circular to the public in that Relevant Member State other than:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in theProspectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent ofthe relevant Dealer or Dealers nominated by the issuer for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of notes shall require the issuer or any Initial Purchaser to publish a prospectuspursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of theProspectus Directive.

For the purposes of this provision, the expression an “offer of notes to the public” in relation to any notes inany Relevant Member State means the communication in any form and by any means of sufficient information onthe terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribethe notes, as the same may be varied in that Member State by any measure implementing the ProspectusDirective in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (andamendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the RelevantMember State), and includes any relevant implementing measure in the Relevant Member State and theexpression “2010 PD Amending Directive” means Directive 2010/73/EU.

Each Initial Purchaser has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to becommunicated an invitation or inducement to engage in investment activity (within the meaning of Section 21of the FSMA) received by it in connection with the issue or sale of the notes in circumstances in whichSection 21(1) of the FSMA does not apply to the Issuer or the guarantors;

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anythingdone by it in relation to the notes in, from or otherwise involving the United Kingdom.

The offering is being made on a private placement basis in one or more provinces of Canada through anInitial Purchaser or one of its affiliates. The notes have not been and will not be qualified for sale to the public byprospectus under applicable Canadian Securities Laws and, accordingly, any offer and sale of the notes inCanada will be made on a basis which is exempt from the prospectus requirements of such securities laws.

121

Ex. 1


The notes may not be offered or sold by means of any document other than (i) in circumstances which do notconstitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong),or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws ofHong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the documentbeing a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and noadvertisement, invitation or document relating to the notes may be issued or may be in the possession of anyperson for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or thecontents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so underthe laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only topersons outside Hong Kong or only to “professional investors” within the meaning of the Securities and FuturesOrdinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

This offering circular has not been registered as a prospectus with the Monetary Authority of Singapore.Accordingly, this offering circular and any other document or material in connection with the offer or sale, orinvitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes beoffered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly,to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and FuturesAct, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A),and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and inaccordance with the conditions of, any other applicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 by a relevant person which is: (a) acorporation (which is not an accredited investor) the sole business of which is to hold investments and the entireshare capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust(where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiaryis an accredited investor, shares, debentures and units of shares and debentures of that corporation or thebeneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or thattrust has acquired the notes under Section 275 except: (1) to an institutional investor under Section 274 of theSFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions,specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

The securities have not been and will not be registered under the Financial Instruments and Exchange Law ofJapan (the Financial Instruments and Exchange Law) and the Initial Purchaser has agreed that it will not offer or sellany securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as usedherein means any person resident in Japan, including any corporation or other entity organized under the laws ofJapan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuantto an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instrumentsand Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

We have agreed with Goldman, Sachs & Co., for 30 days after the date hereof, not to offer, sell contract tosell or otherwise dispose of any securities that are substantially similar to the notes without Goldman, Sachs &Co.’s prior written consent.

The Issuer and the guarantors have agreed to indemnify the several Initial Purchasers against certainliabilities, including liabilities under the Securities Act.

The Initial Purchasers and their affiliates are full service financial institutions engaged in various activities,which may include securities trading, commercial and investment banking, financial advisory, investmentmanagement, investment research, principal investment, hedging, financing and brokerage activities.

If any of the Initial Purchasers or their affiliates has a lending relationship with us, certain of those InitialPurchasers or their affiliates routinely hedge, and certain other of those initial purchasers or their affiliates mayhedge, their credit exposure to us consistent with their customary risk management policies. Typically, theseInitial Purchasers and their affiliates would hedge such exposure by entering into transactions which consist of

122

Ex. 1


Offering Circular

Valeant Pharmaceuticals International, Inc.$900,000,000

5.625% Senior Notes due 2021

We are offering $900 million aggregate principal amount of our 5.625% Senior Notes due 2021 (the “notes”). We will payinterest on the notes on June 1 and December 1 of each year. Interest on the notes will accrue from December 2, 2013, and thefirst interest payment will be made on June 1, 2014. The notes will mature on December 1, 2021.

The notes will be redeemable at our option, in whole or in part, at any time on or after December 1, 2016, at theredemption prices specified under “Description of the Notes—Optional Redemption.” In addition, we may redeem some or all ofthe notes prior to December 1, 2016, in each case at a price equal to 100% of the principal amount thereof plus a “make-whole”premium. Prior to December 1, 2016, we may redeem up to 35% of the aggregate principal amount of the notes using theproceeds of certain equity offerings at the redemption price set forth in this offering circular. If we experience a change of controlor sell certain assets, we may be required to offer to purchase the notes from holders.

The notes will be our senior unsecured obligations, ranking equally in right of payment with all of our existing and futureunsecured and unsubordinated indebtedness and senior to our existing and future subordinated indebtedness. The notes will beeffectively junior in right of payment to our existing and future secured indebtedness, to the extent of the assets securing suchindebtedness. The notes will be guaranteed by each of our subsidiaries that is a guarantor of our existing senior secured creditfacilities. These guarantees will be unsecured and will rank equally in right of payment with all existing and future unsecured andunsubordinated indebtedness of the guarantors and senior to the existing and future subordinated indebtedness of the guarantors.The guarantees will be effectively junior in right of payment to the existing and future secured indebtedness of the guarantors tothe extent of the assets securing such indebtedness, including the guarantors’ indebtedness under our senior secured creditfacilities. In addition, the notes will be effectively junior in right of payment to all liabilities of our non-guarantor subsidiaries.

See “Risk factors” beginning on page 15 to read about important factors you should consider before buying the notes.

Offering Price: 100%The offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from

December 2, 2013.

The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “SecuritiesAct”) and are being offered and sold in the United States only to persons reasonably believed to be qualifiedinstitutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in transactionsoutside the United States in reliance on Regulation S under the Securities Act. Prospective purchasers that arequalified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption from theprovisions of Section 5 of the Securities Act provided by Rule 144A. The notes have not been and will not be qualifiedfor sale to the public by prospectus under applicable securities laws in Canada and, accordingly, any offer and sale ofthe notes in the United States, Canada or any other jurisdiction will be made on a basis which is exempt from theprospectus requirements of such securities laws. Specifically, all purchasers of notes in all jurisdictions must be an“accredited investor” within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions (“NI45-106”) and otherwise eligible to acquire the notes pursuant to an exemption from the prospectus requirements of theSecurities Act (Quebec) (the “Quebec Securities Act”). The notes are not transferable except in accordance with therestrictions described herein under “Transfer restrictions.”

We expect that delivery of the notes will be made to investors in book-entry form through The Depository TrustCompany against payment on or about December 2, 2013.

Joint book-running managers

Goldman, Sachs & Co. BofA Merrill Lynch J.P. MorganSenior co-managers

BarclaysMorgan Stanley

CitigroupRBC Capital Markets

DNB MarketsSunTrust Robinson Humphrey

Co-managersCIBCMitsubishi UFJ Securities

DBS Bank Ltd. HSBCTD Securities

November 15, 2013.

Ex. 2


Table of Contents

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32Certain United States Federal Income Tax Consequences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79Certain Canadian Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87Validity of the Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91Independent Registered Public Accounting Firms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

Ex. 2


We have not authorized anyone to provide any information or to make any representations otherthan those contained or incorporated by reference in this offering circular. We take no responsibility for,and can provide no assurance as to the reliability of, any other information that others may give you.This offering circular is an offer to sell only the notes offered hereby, but only under circumstances andin jurisdictions where it is lawful to do so. The information contained in this offering circular is currentonly as of its date.

This offering circular is confidential. You are authorized to use this offering circular solely for thepurpose of considering the purchase of the notes described in this offering circular. We and othersources identified herein have provided the information contained in this offering circular. The InitialPurchasers named herein do not make any representation or warranty, expressed or implied, as to theaccuracy or completeness of such information, and nothing contained in this offering circular is, or shallbe relied upon as, a promise or representation by the Initial Purchasers. You may not reproduce ordistribute this offering circular, in whole or in part, and you may not disclose any of the contents of thisoffering circular or use any information herein for any purpose other than considering the purchase ofthe notes. You agree to the foregoing by accepting delivery of this offering circular.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITEDSTATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY ORDETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE.

The distribution of this offering circular and the offering and sale of the notes in certainjurisdictions may be restricted by law. We and the Initial Purchasers require persons in whosepossession this offering circular comes to inform themselves about and to observe any suchrestrictions. This offering circular does not constitute an offer of, or an invitation to purchase, any of thenotes in any jurisdiction in which such offer or invitation would be unlawful.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR ANAPPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OFTHE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED(“RSA 421-B”), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT ASECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THESTATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARYOF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCHFACT, NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLEFOR A SECURITY OR A TRANSACTION, MEANS THAT THE SECRETARY OFSTATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONSOF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITYOR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TOANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANYREPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THISPARAGRAPH.

i

Ex. 2


Notice to investors

You must comply with all applicable laws and regulations in connection with the distribution of thisoffering circular and the offer or sale of the notes. See “Transfer restrictions.” You are not to construethe contents of this offering circular as investment, legal or tax advice. You should consult your owncounsel, accountant and other advisors as to legal, tax, business, financial and related aspects of apurchase of the notes. Neither we nor the Initial Purchasers are making any representation to youregarding the legality of an investment in the notes by you under applicable laws. In making aninvestment decision regarding the notes offered by this offering circular, you must rely on your ownexamination of our company and the terms of this offering, including, without limitation, the merits andrisks involved. This offering is being made on the basis of this offering circular. Any decision topurchase notes in this offering must be based on the information contained in this offering circular,including information incorporated herein by reference.

This offering circular is being provided on a confidential basis to prospective purchasers who are“accredited investors” within the meaning of NI 45-106, in connection with offers and sales: (1) topersons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under theSecurities Act (“Rule 144A”) for informational use solely in connection with their consideration of thepurchase of the notes and (2) in offshore transactions complying with Rule 903 or Rule 904 ofRegulation S under the Securities Act. Its use for any other purpose is not authorized.

This offering circular contains summaries, believed to be accurate, of some of the terms of certaindocuments, but reference is made to the actual documents, copies of which will be made availableupon request. For the complete information contained in those documents, see “Where you can findmore information and incorporation by reference.”

In making your purchase, you will be deemed to have made certain acknowledgements,representations and agreements as indicated in this offering circular under the caption“Transfer restrictions.” These notes are subject to restrictions on transferability and resale andmay not be transferred or resold except as permitted under the Securities Act and applicablestate securities laws pursuant to registration or exemption therefrom. You should be aware thatyou may be required to bear the financial risks of this investment for an indefinite period oftime. See “Transfer restrictions.”

No person is authorized in connection with the offering made by this offering circular to give anyinformation or to make any representation not contained in this offering circular, including informationincorporated herein by reference, and, if given or made, any other information or representation mustnot be relied upon as having been authorized by us or the Initial Purchasers. The information containedin this offering circular is as of the date hereof, and the information contained in any documentincorporated by reference herein is as of the date of such document, and such information is subject tochange. Neither the delivery of this offering circular at any time nor any subsequent commitment toenter into any financing shall, under any circumstances, create any implication that there has been nochange in the information set forth in this offering circular, including information incorporated herein byreference, or in our affairs since the dates thereof.

We reserve the right to withdraw the offering of the notes at any time, and we and the InitialPurchasers reserve the right to reject any commitment to subscribe for the notes, in whole or in part,and to allot to you less than the full amount of notes subscribed for by you. We are making this offeringsubject to terms described in this offering circular and the indenture related to the notes.

The notes will be available in book-entry form only. We expect that the notes sold pursuant to thisoffering circular will be issued in the form of one or more global certificates, all of which will bedeposited with, or on behalf of, The Depository Trust Company (the “DTC”) and registered in its name

ii

Ex. 2


under the heading “Description of the Notes—Repurchase atthe Option of Holders—Asset Sales.”

Certain covenants . . . . . . . . . . . . . . . . The indenture governing the notes will contain covenants that,among other things, limit our ability or any of our restrictedsubsidiaries (including Valeant) to:

‰ incur or guarantee additional indebtedness;

‰ make certain investments and other restricted payments;

‰ create liens;

‰ enter into transactions with affiliates;

‰ engage in mergers, consolidations or amalgamations; and

‰ transfer and sell assets.

These covenants are subject to a number of importantlimitations and exceptions. At any time the notes are ratedinvestment grade, certain covenants will no longer be in effectfor the remaining term of the notes.

Additional amounts. . . . . . . . . . . . . . . In the event that certain taxes are payable in respect ofpayments on the notes or the guarantees, the Issuer or theapplicable guarantor, as the case may be, will, subject tocertain exceptions, pay such additional amounts as will result,after deduction or withholding of such taxes, in the payment ofthe amounts which would have been payable in respect of thenotes and the guarantees, respectively, had no suchwithholding or deduction been required. See “Description of theNotes—Payment of Additional Amounts.”

Optional tax redemption . . . . . . . . . . The notes may be redeemed at the option of the Issuer, inwhole but not in part, at the principal amount thereof plusaccrued and unpaid interest to, but excluding, the redemptiondate, in certain circumstances in which the Issuer or theapplicable guarantor, as the case may be, would becomeobligated to pay additional amounts under the notes. See“Description of the Notes—Optional Redemption.”

Governing law . . . . . . . . . . . . . . . . . . . . The notes and the indenture governing the notes will begoverned by New York law.

Transfer restrictions . . . . . . . . . . . . . . The notes have not been and are not required to be registeredunder the Securities Act or any state securities laws. We do notintend to register the notes. Unless they are registered, thenotes may not be offered or sold except pursuant to anexemption from or in a transaction not subject to theregistration requirements of the Securities Act and applicablestate securities laws. The notes have not been qualified for saleto the public by prospectus under the securities laws of anyprovince or territory of Canada. The notes initially sold to

8

Ex. 2


investors in Canada are subject to restrictions on transfer inCanada and may not be sold or transferred directly or indirectlyexcept in compliance with applicable securities laws of anyprovince or territory of Canada. These resale restrictions may insome circumstances apply to resales made outside of Canada.See “Transfer restrictions.”

Use of proceeds . . . . . . . . . . . . . . . . . . We intend to use the net proceeds of this offering, together withapproximately $50 million of either cash on hand or fromborrowings under our revolving credit facility, or a combinationthereof, to redeem 100% of Valeant’s outstanding 6.50% Notesdue 2016, and to pay fees and expenses related to theforegoing. See “Use of proceeds.”

No prior market. . . . . . . . . . . . . . . . . . . There is no public trading market for the notes, and we do notintend to apply for a listing of the notes on any nationalsecurities exchange or for quotation of the notes on anyautomated dealer quotation system. See “Risk Factors—Riskfactors relating to the notes—There is no established tradingmarket for the notes. If an actual trading market does notdevelop for the notes, you may not be able to resell themquickly, for the price that you paid or at all.”

Risk Factors

Investing in the notes involves substantial risk. See the section entitled “Risk Factors” for adiscussion of certain factors that you should carefully consider before investing in the notes.

9

Ex. 2


of case law interpreting the phrase “substantially all,” there is no precise established definition of thephrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuer torepurchase such notes as a result of a sale, transfer, conveyance or other disposition of less than all ofthe assets of Issuer and its restricted subsidiaries taken as a whole to another person or group may beuncertain.

Holders of the notes will not be entitled to registration rights and we do not currently intend toregister the notes under applicable securities laws, and there are restrictions on your ability totransfer or resell the notes.

The notes are being offered and sold pursuant to an exemption from registration under theSecurities Act and applicable state securities laws and we do not currently intend to register the notesor to offer to exchange the notes for notes registered under the Securities Act. The holders of the noteswill not be entitled to require us to register the notes for resale or otherwise. Therefore, you maytransfer or resell the notes in the United States only in a transaction exempt from or not subject to theregistration requirements of the Securities Act and applicable state securities laws, and you may berequired to bear the risk of your investment for an indefinite period of time. See “Transfer restrictions.”

There is no established trading market for the notes. If an actual trading market does notdevelop for the notes, you may not be able to resell them quickly, for the price that you paid orat all.

The notes will constitute new issues of securities and there is no established trading market forthe notes. We do not intend to apply for the notes to be listed on any securities exchange or to arrangefor any quotation on any automated dealer quotation systems. The Initial Purchasers have advised usthat they intend to make a market in the notes, but they are not obligated to do so. Each InitialPurchaser may discontinue any market making in the notes at any time, in its sole discretion, withoutprior notice. As a result, we cannot assure you as to the liquidity of any trading market for the notes.

We also cannot assure you that you will be able to sell your notes at a particular time or at all, orthat the prices that you receive when you sell them will be favorable. If no active trading marketdevelops, you may not be able to resell your notes at their fair market value, or at all. The liquidity of,and trading market for, the notes may also be adversely affected by, among other things:

‰ prevailing interest rates;

‰ our operating performance and financial condition;

‰ the interest of securities dealers in making a market; and

‰ the market for similar securities.

Historically, the market for non-investment grade debt has been subject to disruptions that havecaused volatility in prices of securities similar to the notes. It is possible that the market for the noteswill be subject to disruptions. Any disruptions may have a negative effect on noteholders, regardless ofour prospects and financial performance.


Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due.Consequently, real or anticipated changes in our credit ratings will generally affect the value of thenotes. These credit ratings may not reflect the potential impact of risks relating to structure ormarketing of the notes. Agency ratings are not a recommendation to buy, sell or hold any security andmay be revised or withdrawn at any time by the issuing organization. Each agency’s rating should be

21

Ex. 2


TRANSFER RESTRICTIONS

The notes have not been registered under the Securities Act and they may not be offered or soldwithin the United States or to, or for the account or benefit of, U.S. persons except pursuant to anexemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Inaddition, the notes have not been qualified for sale to the public by prospectus under the securitieslaws of the Province of Quebec or any other province or territory of Canada, and may not be offered orsold except pursuant to an exemption from the prospectus requirements of the Quebec Securities Act.Accordingly, the notes are being offered and sold only (A) to “qualified institutional buyers” (as definedin Rule 144A) (“QIBs”) in compliance with Rule 144A and (B) outside the United States to personsother than U.S. persons (“non-U.S. purchasers”, which term shall include dealers or other professionalfiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (otherthan an estate or trust)) in reliance upon Regulation S under the Securities Act (“Regulation S”). Asused herein, the terms “United States” and “U.S. person” have the meanings given to them inRegulation S. Further, in order to comply with the requirements of the Quebec Securities Act, the notesare being offered hereby only to prospective purchasers who, in addition to meeting all of the foregoingrequirements, also qualify as “accredited investors” within the meaning of NI 45-106.

Each purchaser or transferee of notes will be deemed to have represented and agreed as follows:

1. It is an “accredited investor” as that term is defined in NI 45-106, which includes, amongother things: (i) a person, other than an individual or investment fund, that has net assets of at leastCdn. $5 million as shown on its most recently prepared financial statements, that was not createdand is not being used solely to purchase or hold securities as an “accredited investor”; (ii) a personacting on behalf of a fully managed account managed by that person, if that person is registered orauthorized to carry on business as an adviser or the equivalent under the securities legislation ofany jurisdiction; (iii) a bank or other financial institution; (iv) a securities dealer or adviser that isregistered in any jurisdiction; (v) a pension fund that is regulated by a regulatory authority; (vi) anynational, federal, state, provincial, territorial or municipal government of or in any jurisdiction, or anyagency of that government; or (vii) an entity all of the owners of interests in which, direct, indirect orbeneficial, are persons that are accredited investors; and it further represents and agrees that it ispurchasing the notes for its own account or an account with respect to which it exercises soleinvestment discretion and that it and any such account is either (A) a QIB, and is aware that the saleto it is being made in reliance on Rule 144A or (B) a non-U.S. purchaser that is outside the UnitedStates (or a non-U.S. purchaser that is a dealer or other fiduciary as referred to above).

2. It acknowledges that the notes have not been registered under the Securities Act orqualified for distribution under the Quebec Securities Act or the securities laws of any other provinceor territory of Canada (“Canadian Securities Laws”) and may not be offered or sold except as setforth below.

3. It shall not resell or otherwise transfer any of such notes prior to (i) the first anniversary ofthe last date of original issuance of the notes (or such shorter period of time as permitted byRule 144(d) under the Securities Act) and (ii) such later date, if any, as may be required byapplicable laws, except (A) to the Issuer or any of its subsidiaries, (B) inside the United States to aQIB in a transaction complying with Rule 144A, (C) inside the United States to institutional“accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (an“Accredited Investor”), that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S.broker-dealer) to the trustee a signed letter containing certain representations and agreementsrelating to the restrictions on transfer of the notes (the form of which letter can be obtained fromsuch trustee), (D) outside the United States in compliance with Rule 904 under the Securities Act,(E) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (ifavailable), (F) in accordance with another exemption from the registration requirements of the

84

Ex. 2


Securities Act (and based upon an opinion of counsel if the Issuer so requests), or (G) pursuant toan effective registration statement under the Securities Act. Further, it shall not resell or otherwisetransfer any of such notes except pursuant to an exemption from the prospectus requirements ofCanadian Securities Laws, or in a transaction that otherwise complies with or is not subject to theprospectus requirements of Canadian Securities Laws.

4. It agrees that it will give to each person to whom it transfers the notes notice of anyrestrictions on transfer of such notes.

5. It acknowledges that prior to any proposed transfer of notes in certificated form or ofbeneficial interests in a note in global form (a “Global Note”) (in each case other than pursuant to aneffective registration statement) the holder of notes or the holder of beneficial interests in a GlobalNote, as the case may be, may be required to provide certifications and other documentationrelating to the manner of such transfer and submit such certifications and other documentation asprovided in the Indenture.

6. It understands that all of the notes will bear a legend substantially to the following effectunless otherwise agreed by the Issuer and the holder thereof:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFEREDOR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THEHOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (ASDEFINED IN RULE 144A UNDER THE SECURITIES ACT),

IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORETRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT ISAN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THESECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT PRIOR TOTHE FIRST ANNIVERSARY OF THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OROTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARYTHEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER INCOMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, INSIDE THE UNITED STATESTO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HASFURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNEDLETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THERESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BEOBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATESIN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIESACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDEDBY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITHANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR(G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIESACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY ISTRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. INCONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THEORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS ANACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TOTHE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHERINFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCHTRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTIONNOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS

85

Ex. 2


PLAN OF DISTRIBUTION

Upon the terms and subject to the conditions contained in the purchase agreement among theGuarantors, the Issuer and the Initial Purchasers, the Issuer has agreed to sell to the InitialPurchasers, and the Initial Purchasers, subject to certain conditions, have severally agreed topurchase, the principal amount of the notes set forth opposite their name in the table below.

Initial Purchasers

PrincipalAmount of

Notes

Goldman, Sachs & Co.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $292,500,000Merrill Lynch, Pierce, Fenner & Smith Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $135,000,000J.P. Morgan Securities LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $135,000,000Barclays Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 45,000,000Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 45,000,000DNB Markets, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 45,000,000Morgan Stanley & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 45,000,000RBC Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 45,000,000SunTrust Robinson Humphrey, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 45,000,000CIBC World Markets Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,500,000DBS Bank Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,500,000HSBC Securities (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,500,000Mitsubishi UFJ Securities (USA), Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,500,000TD Securities (USA) LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,500,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $900,000,000

The Initial Purchasers are committed to take and pay for all of the notes being offered, if any aretaken. The initial offering price for the notes is set forth on the cover page of this offering circular. Afterthe notes are released for sale, the Initial Purchasers may change the offering price and other sellingterms with respect to the notes. The offering of the notes by the Initial Purchasers is subject to receiptand acceptance and subject to the Initial Purchasers’ right to reject any order in whole or in part.

The notes have not been registered under the Securities Act or qualified for distribution under theQuebec Securities Act. The Initial Purchasers have agreed that they will only offer or sell the notes to“accredited investors” within the meaning of NI 45-106 and, further, will only offer and sell thenotes (A) in the United States to persons they reasonably believe to be qualified institutional buyers inreliance on Rule 144A under the Securities Act, and (B) outside the United States to non-U.S. personsin offshore transactions in reliance on Regulation S under the Securities Act. Terms used above havethe meanings given to them by Rule 144A and Regulation S under the Securities Act.

In connection with sales outside the United States, the Initial Purchasers have agreed that theywill not offer, sell or deliver the notes to, or for the account or benefit of, U.S. persons (i) as part of theInitial Purchasers’ distribution at any time or (ii) otherwise until 40 days after the later of thecommencement of the offering or the date the notes are originally issued. The Initial Purchasers willsend to each dealer to whom they sell such notes during such 40-day period a confirmation or othernotice setting forth the restrictions on offers and sales of the notes within the United States or to, or forthe account or benefit of, U.S. persons.

In addition, with respect to notes initially sold pursuant to Regulation S, until 40 days after thelater of the commencement of this offering or the date the notes are originally issued, an offer or saleof such notes within the United States by a dealer that is not participating in the offering may violate theregistration requirements of the Securities Act.

87

Ex. 2


Sales in the United States may be made through certain affiliates of the Initial Purchasers. One ormore of the Initial Purchasers may use affiliates or other appropriately licensed entities for sales of thenotes in jurisdictions in which such Initial Purchasers are not otherwise permitted.

The notes are a new issue of securities with no established trading market. The Issuer has beenadvised by the Initial Purchasers that certain of the Initial Purchasers intend to make a market in thenotes but are not obligated to do so and may discontinue market making at any time without notice. Noassurance can be given as to the liquidity of the trading market for the notes.

In connection with the offering, the Initial Purchasers may purchase and sell notes in the openmarket. These transactions may include short sales, stabilizing transactions and purchases to coverpositions created by short sales. Short sales involve the sale by the Initial Purchasers of a greaternumber of notes than they are required to purchase in the offering. Stabilizing transactions consist ofcertain bids or purchases made for the purpose of preventing or retarding a decline in the market priceof the notes while the offering is in progress.

These activities by the Initial Purchasers, as well as other purchases by the Initial Purchasers fortheir own accounts, may stabilize, maintain or otherwise affect the market price of the notes. As aresult, the price of the notes may be higher than the price that otherwise might exist in the openmarket. If these activities are commenced, they may be discontinued by the Initial Purchasers at anytime. These transactions may be effected in the over-the-counter market or otherwise.

In relation to each Member State of the European Economic Area which has implemented theProspectus Directive (each, a Relevant Member State), the Initial Purchasers have represented andagreed that with effect from and including the date on which the Prospectus Directive is implemented inthat Relevant Member State (the Relevant Implementation Date) they have not made and will not makean offer of notes which are the subject of the offering contemplated by this offering circular to the publicin that Relevant Member State other than:


(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisionof the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors asdefined in the Prospectus Directive), as permitted under the Prospectus Directive, subject toobtaining the prior consent of the relevant Dealer or Dealers nominated by the issuer for any suchoffer; or


provided that no such offer of notes shall require the issuer or any Initial Purchaser to publish aprospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant toArticle 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of notes to the public” in relation toany notes in any Relevant Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and the notes to be offered so as to enable an investorto decide to purchase or subscribe the notes, as the same may be varied in that Member State by anymeasure implementing the Prospectus Directive in that Member State, the expression “ProspectusDirective” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD AmendingDirective, to the extent implemented in the Relevant Member State), and includes any relevantimplementing measure in the Relevant Member State and the expression “2010 PD AmendingDirective” means Directive 2010/73/EU.

88

Ex. 2



(a) it has only communicated or caused to be communicated and will only communicate orcause to be communicated an invitation or inducement to engage in investment activity (within themeaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the notesin circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the guarantors;

(b) it has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

The offering is being made on a private placement basis in one or more provinces of Canadathrough an Initial Purchaser or one of its affiliates. The notes have not been and will not be qualified forsale to the public by prospectus under applicable Canadian Securities Laws and, accordingly, any offerand sale of the notes in Canada will be made on a basis which is exempt from the prospectusrequirements of such securities laws.

The notes may not be offered or sold by means of any document other than (i) in circumstanceswhich do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32,Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and FuturesOrdinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in othercircumstances which do not result in the document being a “prospectus” within the meaning of theCompanies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or documentrelating to the notes may be issued or may be in the possession of any person for the purpose of issue(in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which arelikely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the lawsof Hong Kong) other than with respect to notes which are or are intended to be disposed of only topersons outside Hong Kong or only to “professional investors” within the meaning of the Securities andFutures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

This offering circular has not been registered as a prospectus with the Monetary Authority ofSingapore. Accordingly, this offering circular and any other document or material in connection with theoffer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed,nor may the notes be offered or sold, or be made the subject of an invitation for subscription orpurchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutionalinvestor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”),(ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with theconditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance withthe conditions of, any other applicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 by a relevant person which is:(a) a corporation (which is not an accredited investor) the sole business of which is to hold investmentsand the entire share capital of which is owned by one or more individuals, each of whom is anaccredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purposeis to hold investments and each beneficiary is an accredited investor, shares, debentures and units ofshares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall notbe transferable for 6 months after that corporation or that trust has acquired the notes underSection 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevantperson, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified inSection 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

The securities have not been and will not be registered under the Financial Instruments andExchange Law of Japan (the Financial Instruments and Exchange Law) and the Initial Purchaser hasagreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit

89

Ex. 2


OFFERING MEMORANDUM CONFIDENTIAL

$1,000,000,000

Valeant Pharmaceuticals International, Inc.5.50% Senior Notes due 2023

We are offering $1.0 billion of our 5.50% Senior Notes due 2023 (the “notes”).The notes will bear interest at a rate of 5.50% per annum and will mature on March 1, 2023. Interest on the notes willbe payable semiannually on March 1 and September 1 of each year, commencing on September 1, 2015.We have the option to redeem all or a portion of the notes at any time on or after March 1, 2018 at the redemptionprices set forth in this offering memorandum. In addition, we may redeem some or all of the notes prior to March 1,2018, in each case at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. BeforeMarch 1, 2018, we may redeem up to 40% of the aggregate amount of the notes with the net proceeds of certainequity offerings at the redemption price set forth in this offering memorandum.The notes will be our senior unsecured obligations, ranking equally in right of payment with all of our existing andfuture unsubordinated indebtedness and senior to our existing and future subordinated indebtedness. The notes willbe effectively junior in right of payment to our existing and future secured indebtedness, to the extent of the assetssecuring such indebtedness. The notes will be guaranteed by each of our subsidiaries that is a guarantor of ourexisting senior secured credit facilities. These guarantees will be unsecured and will rank equally in right of paymentwith all existing and future unsubordinated indebtedness of the guarantors and senior to the existing and futuresubordinated indebtedness of the guarantors. The guarantees will be effectively junior in right of payment to theexisting and future secured indebtedness of the guarantors to the extent of the assets securing such indebtedness,including the guarantors’ indebtedness under our senior secured credit facilities. In addition, the notes will beeffectively junior in right of payment to all liabilities of our non-guarantor subsidiaries.We are not obligated under any registration rights agreement or other obligation to register the notes for resale or toexchange the notes for notes registered under the Securities Act of 1933, as amended (the “Securities Act”), or thesecurities laws of any other jurisdiction. We do not intend to apply for listing of the notes on any securities exchangeor for inclusion of the notes in any automated quotation system.This offering memorandum includes additional information on the terms of the notes, including redemption andrepurchase prices, covenants and transfer restrictions.

Investing in the notes involves a high degree of risk. See “Risk Factors”beginning on page 15.

Offering Price: 100% plus accrued interest, if any, from January 30, 2015.The notes have not been and will not be registered under the Securities Act, and are being offered and sold onlyto persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the SecuritiesAct and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S underthe Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the sellerof the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided byRule 144A. In addition, the notes have not been and will not be qualified for sale to the public by prospectusunder applicable securities laws in Canada. Accordingly, any offer and sale of the notes in the United States,Canada or any other jurisdiction will be made on a basis which is exempt from the prospectus requirements ofsuch securities laws. Specifically, all purchasers of notes must be an “accredited investor” within the meaning ofNational Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”) and otherwise eligible toacquire the notes pursuant to an exemption from the prospectus requirements of the Securities Act (Quebec)(the “Quebec Securities Act”). The notes are not transferable except in accordance with the restrictionsdescribed herein under “Transfer restrictions.”

The initial purchasers expect to deliver the notes in book-entry form on or aboutJanuary 30, 2015.

Joint Book-Running Managers

Barclays RBC Capital Markets Deutsche Bank Securities DNB MarketsHSBC MUFG Morgan Stanley

Co-Managers

Citigroup J.P. Morgan SunTrust Robinson Humphrey

Offering Memorandum dated January 15, 2015

Ex. 3


Table of Contents

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Certain United States Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80Certain Canadian Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88Validity of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92Independent Registered Public Accounting Firms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93Independent Public Accountant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

Ex. 3


Notice to Investors

You must comply with all applicable laws and regulations in connection with the distribution ofthis offering memorandum and the offer or sale of the notes. See “Transfer Restrictions.” You are notto construe the contents of this offering memorandum as investment, legal or tax advice. You shouldconsult your own counsel, accountant and other advisors as to legal, tax, business, financial andrelated aspects of a purchase of the notes. Neither we nor the Initial Purchasers are making anyrepresentation to you regarding the legality of an investment in the notes by you under applicable laws.In making an investment decision regarding the notes offered by this offering memorandum, you mustrely on your own examination of our company and the terms of this offering, including, withoutlimitation, the merits and risks involved. This offering is being made on the basis of this offeringmemorandum. Any decision to purchase notes in this offering must be based on the informationcontained in this offering memorandum, including information incorporated herein by reference.

This offering memorandum is being provided on a confidential basis to prospective purchaserswho are “accredited investors” within the meaning of NI 45-106, in connection with offers and sales:(1) to persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A underthe Securities Act (“Rule 144A”) for informational use solely in connection with their consideration ofthe purchase of the notes and (2) in offshore transactions complying with Rule 903 or Rule 904 ofRegulation S under the Securities Act. Its use for any other purpose is not authorized.

This offering memorandum contains summaries, believed to be accurate, of some of the termsof certain documents, but reference is made to the actual documents, copies of which will be madeavailable upon request. For the complete information contained in those documents, see “Where YouCan Find More Information and Incorporation by Reference.”

In making your purchase, you will be deemed to have made certain acknowledgements,

representations and agreements as indicated in this offering memorandum under the caption

“Transfer Restrictions.” These notes are subject to restrictions on transferability and resale

and may not be transferred or resold except as permitted under the Securities Act and

applicable state securities laws pursuant to registration or exemption therefrom. You should be

aware that you may be required to bear the financial risks of this investment for an indefinite

period of time. See “Transfer Restrictions.”

No person is authorized in connection with the offering made by this offering memorandum togive any information or to make any representation not contained in this offering memorandum,including information incorporated herein by reference, and, if given or made, any other information orrepresentation must not be relied upon as having been authorized by us or the Initial Purchasers. Theinformation contained in this offering memorandum is as of the date hereof, and the informationcontained in any document incorporated by reference herein is as of the date of such document, andsuch information is subject to change. Neither the delivery of this offering memorandum at any time norany subsequent commitment to enter into any financing shall, under any circumstances, create anyimplication that there has been no change in the information set forth in this offering memorandum,including information incorporated herein by reference, or in our affairs since the dates thereof.

We reserve the right to withdraw the offering of the notes at any time, and we and the InitialPurchasers reserve the right to reject any commitment to subscribe for the notes, in whole or in part,and to allot to you less than the full amount of notes subscribed for by you. We are making this offeringsubject to terms described in this offering memorandum and the indenture related to the notes.

The notes will be available in book-entry form only. We expect that the notes sold pursuant tothis offering memorandum will be issued in the form of one or more global certificates, all of which willbe deposited with, or on behalf of, The Depository Trust Company (“DTC”) and registered in its nameor in the name of Cede & Co., its nominee. Beneficial interests in the global certificates will be shown

iii

Ex. 3


Optional tax redemption . . . . . . . . . . . . . . . . The notes may be redeemed at the option of the Issuer,in whole but not in part, at the principal amount thereofplus accrued and unpaid interest to, but not including,the redemption date, in certain circumstances in whichthe Issuer or the applicable guarantor, as the case maybe, would become obligated to pay additional amountsunder the notes. See “Description of the Notes—Optional Redemption.”

Governing law . . . . . . . . . . . . . . . . . . . . . . . . The notes and the indenture governing the notes will begoverned by New York law.

Transfer restrictions . . . . . . . . . . . . . . . . . . . The notes have not been and are not required to beregistered under the Securities Act or any statesecurities laws. We do not intend to register the notes.Unless they are registered, the notes may not be offeredor sold except pursuant to an exemption from or in atransaction not subject to the registration requirementsof the Securities Act and applicable state securitieslaws. The notes have not been qualified for sale to thepublic by prospectus under the securities laws of anyprovince or territory of Canada. The notes initially soldto investors in Canada are subject to restrictions ontransfer in Canada and may not be sold or transferreddirectly or indirectly except in compliance with applicablesecurities laws of any province or territory of Canada.These resale restrictions may in some circumstancesapply to resales made outside of Canada. See “TransferRestrictions.”

Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . We intend to use the net proceeds of this offering (i) toredeem all of the remaining outstanding 6.875% SeniorNotes due 2018 issued by Valeant, as well as to payfees, expenses and the call premium related to suchredemption, (ii) to repay all or a portion of the amountsdrawn under the Revolving Credit Facility, and (iii) forgeneral corporate purposes, including acquisitions. See“Use of Proceeds.”

No prior market . . . . . . . . . . . . . . . . . . . . . . . There is no public trading market for the notes, and wedo not intend to apply for a listing of the notes on anynational securities exchange or for quotation of thenotes on any automated dealer quotation system. See“Risk Factors—Risk Factors Relating to the Notes—There is no established trading market for the notes. Ifan actual trading market does not develop for the notes,you may not be able to resell them quickly, for the pricethat you paid or at all.”

Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Bank of New York Mellon Trust Company, N.A.

9

Ex. 3


require the Issuer to repurchase such notes as a result of a sale, transfer, conveyance or otherdisposition of less than all of the assets or properties of the Issuer and its restricted subsidiaries takenas a whole to another person or group may be uncertain.

Holders of the notes will not be entitled to registration rights and we do not currently intend to

register the notes under applicable securities laws, and there are restrictions on your ability to

transfer or resell the notes.

The notes are being offered and sold pursuant to an exemption from registration under theSecurities Act and applicable state securities laws and we do not currently intend to register the notesor to offer to exchange the notes for notes registered under the Securities Act. The holders of the noteswill not be entitled to require us to register the notes for resale or otherwise. Therefore, you maytransfer or resell the notes in the United States only in a transaction exempt from or not subject to theregistration requirements of the Securities Act and applicable state securities laws, and you may berequired to bear the risk of your investment for an indefinite period of time. See “Transfer Restrictions.”

There is no established trading market for the notes. If an actual trading market does not

develop for the notes, you may not be able to resell them quickly, for the price that you paid or

at all.

The notes will constitute a new issue of securities and there is no established trading market forthe notes. We do not intend to apply for the notes to be listed on any securities exchange or to arrangefor any quotation on any automated dealer quotation systems. The Initial Purchasers have advised usthat they intend to make a market in the notes, but they are not obligated to do so. Each InitialPurchaser may discontinue any market making in the notes at any time, in its sole discretion, withoutprior notice. As a result, we cannot assure you as to the liquidity of any trading market for the notes.

We also cannot assure you that you will be able to sell your notes at a particular time or at all, orthat the prices that you receive when you sell them will be favorable. If no active trading marketdevelops, you may not be able to resell your notes at their fair market value, or at all. The liquidity of,and trading market for, the notes may also be adversely affected by, among other things:

• prevailing interest rates;

• our operating performance and financial condition;

• the interest of securities dealers in making a market; and

• the market for similar securities.

Historically, the market for non-investment grade debt has been subject to disruptions that havecaused volatility in prices of securities similar to the notes. It is possible that the market for the noteswill be subject to disruptions. Any disruptions may have a negative effect on noteholders, regardless ofour prospects and financial performance.


Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due.Consequently, real or anticipated changes in our credit ratings will generally affect the value of the notes.These credit ratings may not reflect the potential impact of risks relating to structure or marketing of thenotes. Agency ratings are not a recommendation to buy, sell or hold any security and may be revised orwithdrawn at any time by the issuing organization. Each agency’s rating should be evaluatedindependently of any other agency’s rating. There can be no assurance that our credit ratings will remainin effect for any given period of time or that such ratings will not be lowered, suspended or withdrawnentirely by the rating agencies, if, in each rating agency’s judgment, circumstances so warrant. Actual oranticipated changes or downgrades in our credit ratings, including any announcement that our ratings areunder further review for a downgrade, could affect the value of the notes, may increase our borrowingcosts and may negatively impact our ability to incur additional debt.

21

Ex. 3



The notes have not been registered under the Securities Act and they may not be offered orsold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to anexemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Inaddition, the notes have not been qualified for sale to the public by prospectus under the securitieslaws of the Province of Quebec or any other province or territory of Canada, and may not be offered orsold except pursuant to an exemption from the prospectus requirements of the Quebec Securities Act.Accordingly, the notes are being offered and sold only (A) to “qualified institutional buyers” (as definedin Rule 144A) (“QIBs”) in compliance with Rule 144A and (B) outside the United States to personsother than U.S. persons (“non-U.S. purchasers”, which term shall include dealers or other professionalfiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (otherthan an estate or trust)) in reliance upon Regulation S under the Securities Act (“Regulation S”). Asused herein, the terms “United States” and “U.S. person” have the meanings given to them inRegulation S. Further, in order to comply with the requirements of the Quebec Securities Act, the notesare being offered hereby only to prospective purchasers who, in addition to meeting all of the foregoingrequirements, also qualify as “accredited investors” within the meaning of NI 45-106.

Each purchaser or transferee of notes will be deemed to have represented and agreed asfollows:

1. It is an “accredited investor” as that term is defined in NI 45-106, which includes, amongother things: (i) a person, other than an individual or investment fund, that has net assets of at leastCdn. $5 million as shown on its most recently prepared financial statements, that was not createdand is not being used solely to purchase or hold securities as an “accredited investor”; (ii) a personacting on behalf of a fully managed account managed by that person, if that person is registered orauthorized to carry on business as an adviser or the equivalent under the securities legislation ofany jurisdiction; (iii) a bank or other financial institution; (iv) a securities dealer or adviser that isregistered in any jurisdiction; (v) a pension fund that is regulated by a regulatory authority; (vi) anynational, federal, state, provincial, territorial or municipal government of or in any jurisdiction, or anyagency of that government; or (vii) an entity all of the owners of interests in which, direct, indirect orbeneficial, are persons that are accredited investors; and it further represents and agrees that it ispurchasing the notes as principal for its own account or an account with respect to which itexercises sole investment discretion and that it and any such account is either (A) a QIB, and isaware that the sale to it is being made in reliance on Rule 144A or (B) a non-U.S. purchaser that isoutside the United States (or a non-U.S. purchaser that is a dealer or other fiduciary as referred toabove).

2. It acknowledges that the notes have not been registered under the Securities Act orqualified for distribution under the Quebec Securities Act or the securities laws of any other provinceor territory of Canada (“Canadian Securities Laws”) and may not be offered or sold except as setforth below.

3. It shall not resell or otherwise transfer any of such notes prior to (i) the first anniversary ofthe last date of original issuance of the notes (or such shorter period of time as permitted byRule 144(d) under the Securities Act) and (ii) such later date, if any, as may be required byapplicable laws, except (A) to the Issuer or any of its subsidiaries, (B) inside the United States to aQIB in a transaction complying with Rule 144A, (C) inside the United States to institutional“accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (an“Accredited Investor”), that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S.broker-dealer) to the trustee a signed letter containing certain representations and agreementsrelating to the restrictions on transfer of the notes (the form of which letter can be obtained fromsuch trustee), (D) outside the United States in compliance with Rule 904 under the Securities Act,(E) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (ifavailable), (F) in accordance with another exemption from the registration requirements of the

85

Ex. 3


Securities Act (and based upon an opinion of counsel if the Issuer so requests), or (G) pursuant toan effective registration statement under the Securities Act. Further, it shall not resell or otherwisetransfer any of such notes except pursuant to an exemption from the prospectus requirements ofCanadian Securities Laws, or in a transaction that otherwise complies with or is not subject to theprospectus requirements of Canadian Securities Laws.

4. It agrees that it will give to each person to whom it transfers the notes notice of anyrestrictions on transfer of such notes.

5. It acknowledges that prior to any proposed transfer of notes in certificated form or ofbeneficial interests in a note in global form (a “Global Note”) (in each case other than pursuant to aneffective registration statement) the holder of notes or the holder of beneficial interests in a GlobalNote, as the case may be, may be required to provide certifications and other documentationrelating to the manner of such transfer and submit such certifications and other documentation asprovided in the Indenture.

6. It understands that all of the notes will bear a legend substantially to the following effectunless otherwise agreed by the Issuer and the holder thereof:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFEREDOR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THISSECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THESECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1),(2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREESTHAT IT WILL NOT PRIOR TO THE FIRST ANNIVERSARY OF THE ORIGINAL ISSUANCE OFTHIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THEISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIEDINSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,(C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCHTRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER)TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS ANDAGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THEFORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY),(D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITHRULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTIONFROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IFAVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IFTHE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACHPERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THEEFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITYWITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSEDTRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCHTRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGALOPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TOCONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, ORIN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITEDSTATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION SUNDER THE SECURITIES ACT.

86

Ex. 3



Upon the terms and subject to the conditions contained in the purchase agreement among theGuarantors, the Issuer and the Initial Purchasers, the Issuer has agreed to sell to the InitialPurchasers, and the Initial Purchasers, subject to certain conditions, have severally agreed topurchase, the principal amount of the notes set forth opposite their name in the table below.

Initial Purchasers

PrincipalAmount of

Notes

Barclays Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 225,000,000RBC Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000,000Deutsche Bank Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000DNB Markets, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000HSBC Securities (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000Mitsubishi UFJ Securities (USA), Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000Morgan Stanley & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000J.P. Morgan Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000SunTrust Robinson Humphrey, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000,000,000

The Initial Purchasers are committed to take and pay for all of the notes being offered, if any aretaken. The initial offering price for the notes is set forth on the cover page of this offeringmemorandum. After the notes are released for sale, the Initial Purchasers may change the offeringprice and other selling terms with respect to the notes. The offering of the notes by the InitialPurchasers is subject to receipt and acceptance and subject to the Initial Purchasers’ right to reject anyorder in whole or in part.

The notes have not been registered under the Securities Act or qualified for distribution underthe Quebec Securities Act. The Initial Purchasers have agreed that they will only offer or sell the notesto “accredited investors” within the meaning of NI 45-106 and, further, will only offer and sell thenotes (A) to persons they reasonably believe to be qualified institutional buyers in reliance onRule 144A under the Securities Act, and (B) outside the United States to non-U.S. persons in offshoretransactions in reliance on Regulation S under the Securities Act. Terms used above have themeanings given to them by Rule 144A and Regulation S under the Securities Act.

In connection with sales outside the United States, the Initial Purchasers have agreed that theywill not offer, sell or deliver the notes to, or for the account or benefit of, U.S. persons (i) as part of theInitial Purchasers’ distribution at any time or (ii) otherwise until 40 days after the later of thecommencement of the offering or the date the notes are originally issued. The Initial Purchasers willsend to each dealer to whom they sell such notes during such 40-day period a confirmation or othernotice setting forth the restrictions on offers and sales of the notes within the United States or to, or forthe account or benefit of, U.S. persons.

In addition, with respect to notes initially sold pursuant to Regulation S, until 40 days after thelater of the commencement of this offering or the date the notes are originally issued, an offer or saleof such notes within the United States by a dealer that is not participating in the offering may violate theregistration requirements of the Securities Act.

Sales in the United States may be made through certain affiliates of the Initial Purchasers. Oneor more of the Initial Purchasers may use affiliates or other appropriately licensed entities for sales ofthe notes in jurisdictions in which such Initial Purchasers are not otherwise permitted.

88

Ex. 3


The notes are a new issue of securities with no established trading market. The Issuer has beenadvised by the Initial Purchasers that certain of the Initial Purchasers intend to make a market in thenotes but are not obligated to do so and may discontinue market making at any time without notice. Noassurance can be given as to the liquidity of the trading market for the notes.

In connection with the offering, the Initial Purchasers may purchase and sell notes in the openmarket. These transactions may include short sales, stabilizing transactions and purchases to coverpositions created by short sales. Short sales involve the sale by the Initial Purchasers of a greaternumber of notes than they are required to purchase in the offering. Stabilizing transactions consist ofcertain bids or purchases made for the purpose of preventing or retarding a decline in the market priceof the notes while the offering is in progress.

These activities by the Initial Purchasers, as well as other purchases by the Initial Purchasersfor their own accounts, may stabilize, maintain or otherwise affect the market price of the notes. As aresult, the price of the notes may be higher than the price that otherwise might exist in the openmarket. If these activities are commenced, they may be discontinued by the Initial Purchasers at anytime. These transactions may be effected in the over-the-counter market or otherwise.

In relation to each Member State of the European Economic Area which has implemented theProspectus Directive (each, a “Relevant Member State”), the Initial Purchasers have represented andagreed that with effect from and including the date on which the Prospectus Directive is implemented inthat Relevant Member State (the “Relevant Implementation Date”) they have not made and will notmake an offer of notes which are the subject of the offering contemplated by this offering memorandumto the public in that Relevant Member State other than:


(b) to fewer than 100 or, if the Relevant Member State has implemented the relevantprovision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualifiedinvestors as defined in the Prospectus Directive), as permitted under the Prospectus Directive,subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the issuer forany such offer; or


provided that no such offer of notes shall require the Issuer or any Initial Purchaser to publish aprospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant toArticle 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of notes to the public” in relation toany notes in any Relevant Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and the notes to be offered so as to enable an investorto decide to purchase or subscribe the notes, as the same may be varied in that Member State by anymeasure implementing the Prospectus Directive in that Member State, the expression “ProspectusDirective” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD AmendingDirective, to the extent implemented in the Relevant Member State), and includes any relevantimplementing measure in the Relevant Member State and the expression “2010 PD AmendingDirective” means Directive 2010/73/EU.


(a) it has only communicated or caused to be communicated and will only communicate orcause to be communicated an invitation or inducement to engage in investment activity (within themeaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the notes

89

Ex. 3


in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the guarantors;and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

The offering is being made on a private placement basis in one or more provinces of Canadathrough an Initial Purchaser or one of its affiliates. The notes have not been and will not be qualified forsale to the public by prospectus under applicable Canadian Securities Laws and, accordingly, any offerand sale of the notes in Canada will be made on a basis which is exempt from the prospectusrequirements of such securities laws.

The notes may not be offered or sold by means of any document other than (i) in circumstanceswhich do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32,Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and FuturesOrdinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in othercircumstances which do not result in the document being a “prospectus” within the meaning of theCompanies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or documentrelating to the notes may be issued or may be in the possession of any person for the purpose of issue(in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which arelikely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the lawsof Hong Kong) other than with respect to notes which are or are intended to be disposed of only topersons outside Hong Kong or only to “professional investors” within the meaning of the Securities andFutures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

This offering memorandum has not been registered as a prospectus with the Monetary Authorityof Singapore. Accordingly, this offering memorandum and any other document or material inconnection with the offer or sale, or invitation for subscription or purchase, of the notes may not becirculated or distributed, nor may the notes be offered or sold, or be made the subject of an invitationfor subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to aninstitutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore(the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordancewith the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and inaccordance with the conditions of, any other applicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 by a relevant person which is:(a) a corporation (which is not an accredited investor) the sole business of which is to hold investmentsand the entire share capital of which is owned by one or more individuals, each of whom is anaccredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purposeis to hold investments and each beneficiary is an accredited investor, shares, debentures and units ofshares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall notbe transferable for six months after that corporation or that trust has acquired the notes underSection 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevantperson, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified inSection 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

The notes have not been and will not be registered under the Financial Instruments andExchange Law of Japan (the Financial Instruments and Exchange Law) and each Initial Purchaser hasagreed that it will not offer or sell any notes, directly or indirectly, in Japan or to, or for the benefit of,any resident of Japan (which term as used herein means any person resident in Japan, including anycorporation or other entity organized under the laws of Japan), or to others for re-offering or resale,directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from theregistration requirements of, and otherwise in compliance with, the Financial Instruments andExchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

90

Ex. 3


CONFIDENTIAL

$10,093,000,000(U.S. dollar equivalent)

Valeant Pharmaceuticals International, Inc.Initially expected to be issued by VRX Escrow Corp.

$2,000,000,000 5.375% Senior Notes due 2020$3,250,000,000 5.875% Senior Notes due 2023€1,500,000,000 4.50% Senior Notes due 2023$3,250,000,000 6.125% Senior Notes due 2025

This offering is being made in connection with the tender offer (as it may be amended or extended inaccordance with its terms, the “Tender Offer”) by a wholly owned subsidiary of Valeant PharmaceuticalsInternational, Inc. (the “Parent”) for the outstanding shares of common stock, par value $0.001 per share, of SalixPharmaceuticals, Ltd. (“Salix”), which is being made pursuant to the Agreement and Plan of Merger, datedFebruary 20, 2015 (as it may be amended in accordance with its terms, the “Merger Agreement”), among ValeantPharmaceuticals International, Sun Merger Sub, Inc., Salix and, for the limited purposes set forth therein, theParent.

Interest on the 5.375% Senior Notes due 2020 (the “2020 notes”) will be payable on March 15 andSeptember 15 of each year, commencing on September 15, 2015. Interest on the 5.875% Senior Notes due 2023(the “2023 notes”) will be payable on May 15 and November 15 of each year, commencing on November 15, 2015.Interest on the 4.50% Senior Notes due 2023 (the “Euro notes”) will be payable on May 15 and November 15 ofeach year, commencing on November 15, 2015. Interest on the 6.125% Senior Notes due 2025 (the “2025 notes”and together with the 2020 notes, the 2023 notes and the Euro notes, the “notes”) will be payable on April 15 andOctober 15 of each year, commencing on October 15, 2015. Interest on each series of notes will accrue fromMarch 27, 2015. The 2020 notes will mature on March 15, 2020, the 2023 notes will mature on May 15, 2023, theEuro notes will mature on May 15, 2023 and the 2025 notes will mature on April 15, 2025.

The 2020 notes will be redeemable, in whole or in part, at any time on or after March 15, 2017, the 2023notes will be redeemable, in whole or in part, at any time on or after May 15, 2018, the Euro notes will beredeemable, in whole or in part, at any time on or after May 15, 2018 and the 2025 notes will be redeemable, inwhole or in part, at any time on or after April 15, 2020, in each case at the redemption prices set forth in thisoffering memorandum. In addition, some or all of the 2020 notes may be redeemed prior to March 15, 2017,some or all of the 2023 notes may be redeemed prior to May 15, 2018, some or all of the Euro notes may beredeemed prior to May 15, 2018 and some or all of the 2025 notes may be redeemed prior to April 15, 2020, ineach case at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but notincluding, the date of redemption plus a “make-whole” premium described under “Description of the Notes—Optional Redemption.” Before March 15, 2017 in the case of the 2020 notes, May 15, 2018 in the case of the 2023notes, May 15, 2018 in the case of the Euro notes and April 15, 2018 in the case of the 2025 notes, up to 40% ofthe aggregate amount of the applicable series of notes may be redeemed with the net proceeds of certain equityofferings at the redemption prices set forth in this offering memorandum.

We intend to use the net proceeds of this offering, together with borrowings under the Incremental TermLoans (as defined below) and cash on hand, to fund (i) the transactions contemplated by the Merger Agreement,(ii) the repayment of all outstanding loans and termination of commitments under Salix’s existing credit facilities,(iii) the redemption of Salix’s 6.00% Senior Notes due 2021, (iv) the payment of any cash consideration necessaryupon the conversion of Salix’s 1.5% Convertible Senior Notes due 2019 and 2.75% Convertible Senior Notes due2015 and (v) certain fees and expenses related to the Transactions (as defined below). See “Use of Proceeds.”

The 2020 notes, the 2023 notes and the 2025 notes are expected to be delivered in book-entry form throughthe facilities of the Depositary Trust Company (“DTC”) and its direct and indirect participants, including EuroclearBank, S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme(“Clearstream”), on or about March 27, 2015. The Euro notes are expected to be delivered in book-entry formthrough Euroclear and Clearstream on or about March 27, 2015.

Joint Book-Running Managers

Deutsche Bank Securities HSBC

MUFG DNB Markets SunTrust Robinson HumphreyBarclays Morgan Stanley RBC Capital Markets Citigroup

Co-Managers

BMO Capital Markets CIBC SMBC Nikko TD SecuritiesOffering Memorandum dated March 13, 2015

(continued on next page)

Ex. 4


The notes are initially expected to be issued by VRX Escrow Corp. (the “Escrow Issuer”), a newlyformed, wholly owned subsidiary of the Parent. The Escrow Issuer was created solely to issue the notes. Ifthe Tender Offer is consummated prior to or simultaneously with the consummation of this offering, thenthe Parent shall issue the notes directly, rather than through the Escrow Issuer.

This offering is not conditioned on the consummation of the Tender Offer and there can be noassurance that the Tender Offer, the related Merger (as defined below) or the other Transactions will beconsummated on the terms described herein or at all.

If the Tender Offer is not consummated prior to or simultaneously with the consummation of thisoffering, the gross proceeds of this offering, together with cash in an amount sufficient to fund the specialmandatory redemption payment (when and if due), will be deposited into a segregated escrow account onthe closing date and will be held as collateral security for the Escrow Issuer’s obligations in respect of thenotes during the escrow period. If (i) the Escrow Conditions, including consummation of the Tender Offer,are not satisfied on or prior to August 20, 2015 (the “Outside Date”) or (ii) prior to the Outside Date, theMerger Agreement is terminated or we determine that the Tender Offer will not otherwise be pursued,then the Escrow Issuer will be required to redeem the notes at 100% of the issue price of the notes, plusaccrued and unpaid interest to, but excluding, the redemption date. See “Description of the Notes—Escrowof Proceeds; Special Mandatory Redemption.”

Upon the satisfaction of the Escrow Conditions, (1) the Escrow Issuer will be voluntarily liquidated andall of its obligations will be assumed by, and all of its assets will be distributed to, the Parent (the “EscrowLiquidation”), (2) the Parent will assume all of the Escrow Issuer’s obligations under the notes and therelated indenture and (3) the funds held in escrow will be released to the Parent.

The notes will ultimately be the Parent’s senior unsecured obligations, ranking equally in right ofpayment with all of the Parent’s existing and future unsubordinated indebtedness and senior to theParent’s existing and future subordinated indebtedness. The notes will be effectively junior in right ofpayment to the Parent’s existing and future secured indebtedness, to the extent of the assets securing suchindebtedness.

If the notes are initially issued by the Parent, the notes will be guaranteed by each of the Parent’ssubsidiaries that is a guarantor of our existing senior secured credit facilities. If the notes are initiallyissued by the Escrow Issuer, such guarantees will be established at the time of the Escrow Liquidation.These guarantees will be unsecured and will rank equally in right of payment with all existing and futureunsubordinated indebtedness of the guarantors and senior to the existing and future subordinatedindebtedness of the guarantors. The guarantees will be effectively junior in right of payment to the existingand future secured indebtedness of the guarantors to the extent of the assets securing such indebtedness,including the guarantors’ indebtedness under our senior secured credit facilities. In addition, the notes willbe effectively junior in right of payment to all liabilities of the Parent’s non-guarantor subsidiaries.

We are not obligated under any registration rights agreement or other obligation to register the notesfor resale or to exchange the notes for notes registered under the Securities Act of 1933, as amended (the“Securities Act”), or the securities laws of any other jurisdiction. We do not intend to apply for listing of thenotes on any securities exchange or for inclusion of the notes in any automated quotation system.

Currently, there is no public market for the notes. Application will be made to the Irish Stock Exchangefor the Euro notes to be admitted to the Official List of the Irish Stock Exchange and admitted for trading onits Global Exchange Market. This offering memorandum does not constitute listing particulars for thepurpose of the application. We can provide no assurance that this application will be accepted.

This offering memorandum includes additional information on the terms of the notes, includingredemption and repurchase prices, covenants and transfer restrictions.

Investing in the notes involves a high degree of risk. See “Risk Factors” beginning on page 30.

Offering Price: 100% plus accrued interest, if any, from March 27, 2015.

The notes have not been and will not be registered under the Securities Act, and are being offeredand sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144Aunder the Securities Act and to certain non-U.S. persons in transactions outside the United States inreliance on Regulation S under the Securities Act. Prospective purchasers that are qualified institutionalbuyers are hereby notified that the seller of the notes may be relying on the exemption from theprovisions of Section 5 of the Securities Act provided by Rule 144A. In addition, the notes have not beenand will not be qualified for sale to the public by prospectus under applicable securities laws in Canada.Accordingly, any offer and sale of the notes in the United States, Canada or any other jurisdiction will bemade on a basis which is exempt from the prospectus requirements of such securities laws. Specifically,all purchasers of notes must be an “accredited investor” within the meaning of National Instrument45-106 Prospectus and Registration Exemptions (“NI 45-106”) and otherwise eligible to acquire the notespursuant to an exemption from the prospectus requirements of the Securities Act (Quebec) (the “QuebecSecurities Act”). The notes are not transferable except in accordance with the restrictions describedherein under “Transfer Restrictions.”

Ex. 4


Notice to Investors

You must comply with all applicable laws and regulations in connection with thedistribution of this offering memorandum and the offer or sale of the notes. See “TransferRestrictions.” You are not to construe the contents of this offering memorandum as investment,legal or tax advice. You should consult your own counsel, accountant and other advisors as tolegal, tax, business, financial and related aspects of a purchase of the notes. Neither we, theInitial Purchasers nor Salix is making any representation to you regarding the legality of aninvestment in the notes by you under applicable laws. In making an investment decisionregarding the notes offered by this offering memorandum, you must rely on your ownexamination of our company and the terms of this offering, including, without limitation, themerits and risks involved. This offering is being made on the basis of this offeringmemorandum. Any decision to purchase notes in this offering must be based on theinformation contained in this offering memorandum, including information incorporated hereinby reference.

This offering memorandum is being provided on a confidential basis to prospectivepurchasers who are “accredited investors” within the meaning of NI 45-106, in connection withoffers and sales: (1) to persons reasonably believed to be “qualified institutional buyers” asdefined in Rule 144A under the Securities Act (“Rule 144A”) for informational use solely inconnection with their consideration of the purchase of the notes and (2) in offshore transactionscomplying with Rule 903 or Rule 904 of Regulation S under the Securities Act. Its use for anyother purpose is not authorized.

This offering memorandum contains summaries, believed to be accurate, of some of theterms of certain documents, but reference is made to the actual documents, copies of which willbe made available upon request. For the complete information contained in those documents,see “Where You Can Find More Information and Incorporation by Reference.”

In making your purchase, you will be deemed to have made certain acknowledgements,

representations and agreements as indicated in this offering memorandum under the caption

“Transfer Restrictions.” The notes are subject to restrictions on transferability and resale and

may not be transferred or resold except as permitted under the Securities Act and applicable

state securities laws pursuant to registration or exemption therefrom. You should be aware

that you may be required to bear the financial risks of this investment for an indefinite period

of time. See “Transfer Restrictions.”

No person is authorized in connection with the offering made by this offering memorandumto give any information or to make any representation not contained in this offeringmemorandum, including information incorporated herein by reference, and, if given or made,any other information or representation must not be relied upon as having been authorized byus or the Initial Purchasers. The information contained in this offering memorandum is as of thedate hereof, and the information contained in any document incorporated by reference herein isas of the date of such document, and such information is subject to change. Neither the deliveryof this offering memorandum at any time nor any subsequent commitment to enter into anyfinancing shall, under any circumstances, create any implication that there has been no changein the information set forth in this offering memorandum, including information incorporatedherein by reference, or in our affairs since the dates thereof.

We reserve the right to withdraw the offering of the notes at any time, and we and the InitialPurchasers reserve the right to reject any commitment to subscribe for the notes, in whole or inpart, and to allot to you less than the full amount of notes subscribed for by you. We are makingthis offering subject to terms described in this offering memorandum and the indenture relatedto the notes.

ii

Ex. 4


accrued and unpaid interest to, but not including, theredemption date, in certain circumstances in which theIssuer or the applicable guarantor, as the case may be,would become obligated to pay additional amounts underthe notes. See “Description of the Notes—OptionalRedemption.”

Governing law . . . . . . . . . . . . . . . . . . The notes and the indenture governing the notes will begoverned by New York law.

Transfer restrictions . . . . . . . . . . . . . The notes have not been and are not required to beregistered under the Securities Act or any state securitieslaws. We do not intend to register the notes. Unless theyare registered, the notes may not be offered or sold exceptpursuant to an exemption from or in a transaction notsubject to the registration requirements of the SecuritiesAct and applicable state securities laws. The notes have notbeen qualified for sale to the public by prospectus underthe securities laws of any province or territory of Canada.The notes initially sold to investors in Canada are subject torestrictions on transfer in Canada and may not be sold ortransferred directly or indirectly except in compliance withapplicable securities laws of any province or territory ofCanada. These resale restrictions may in somecircumstances apply to resales made outside of Canada.See “Transfer Restrictions.”

Use of proceeds . . . . . . . . . . . . . . . . We intend to use the net proceeds of this offering, togetherwith the Incremental Term Loans and cash on hand, tofund (i) the transactions contemplated by the MergerAgreement, (ii) the repayment of all outstanding loans andtermination of commitments under Salix’s existing creditfacilities, (iii) the redemption of Salix’s 6.00% Senior Notesdue 2021, (iv) the payment of any cash considerationnecessary upon the conversion of Salix’s 1.5% ConvertibleSenior Notes due 2019 and 2.75% Convertible Senior Notesdue 2015 and (v) certain fees and expenses related to theTransactions. See “Use of Proceeds.”

No prior market . . . . . . . . . . . . . . . . There is no public trading market for any series of thenotes, and we do not intend to apply for a listing of the2020 notes, the 2023 notes or the 2025 notes on anynational securities exchange or for quotation of the notesof any such series on any automated dealer quotationsystem. See “Risk Factors—Risk Factors Relating to theNotes—There is no established trading market for thenotes of any series. If an actual trading market does notdevelop for any series of the notes, you may not be able toresell them quickly, for the price that you paid or at all.”

20

Ex. 4


have the right to require the Issuer to repurchase some or all of your notes at a purchase price incash equal to 101% of the principal amount of your notes of the applicable series to berepurchased plus accrued and unpaid interest to, but excluding, the repurchase date. In addition,the indentures governing the Existing Senior Notes contain change of control provisions whichgive the holders of such notes the right to require the applicable issuer thereunder to repurchasesuch notes at a purchase price in cash equal to 101% of the principal amount of the applicablenotes to be repurchased plus accrued and unpaid interest to, but excluding, the repurchase date.

In the event that we experience a change of control that results in having to repurchase thenotes, we may not have sufficient financial resources to satisfy our obligations under the notes,our Existing Senior Notes and our other indebtedness. In addition, the change of controlcovenant in the indenture governing the notes offered hereby will not cover all corporatereorganizations, mergers or similar transactions and may not provide you with protection in ahighly leveraged transaction. See “Description of the Notes—Repurchase at the Option ofHolders—Change of Control.”

The ability of holders of notes to require the Issuer to repurchase notes as a result of a

disposition of “substantially all” of the Parent’s assets may be uncertain.

The definition of change of control in the indenture governing the notes will include aphrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all orsubstantially all” of the assets or properties of the Parent and its restricted subsidiaries, taken asa whole. Although there is a limited body of case law interpreting the phrase “substantially all,”there is no precise established definition of the phrase under applicable law. Accordingly, theability of a holder of notes to require the Issuer to repurchase such notes as a result of a sale,transfer, conveyance or other disposition of less than all of the assets or properties of the Parentand its restricted subsidiaries taken as a whole to another person or group may be uncertain.

Holders of the notes will not be entitled to registration rights and we do not currently intend to

register the notes under applicable securities laws, and there are restrictions on your ability to

transfer or resell the notes.

The notes are being offered and sold pursuant to an exemption from registration under theSecurities Act and applicable state securities laws and Canadian provincial securities laws andwe do not currently intend to register the notes or to offer to exchange the notes for notesregistered under the Securities Act. The holders of the notes will not be entitled to require us toregister the notes for resale or otherwise. Therefore, you may transfer or resell the notes in theUnited States or Canada only in a transaction exempt from or not subject to the registrationrequirements of the Securities Act and applicable state securities laws and Canadian provincialsecurities laws or Canadian prospectus requirements, as applicable, and you may be required tobear the risk of your investment for an indefinite period of time. See “Transfer Restrictions.”

There is no established trading market for the notes of any series. If an actual trading market

does not develop for the notes, you may not be able to resell them quickly, for the price that

you paid or at all.

Each series of notes will constitute a new issue of securities with no established tradingmarket. We do not intend to apply for the 2020 notes, the 2023 notes or the 2025 notes of anyseries to be listed on any securities exchange or to arrange for any quotation on any automateddealer quotation systems. We will apply to the Irish Stock Exchange for the Euro notes to beadmitted to the Official List and traded on the Global Exchange Market but we cannot assureyou that this application will be accepted. Even if the Euro notes are approved for listing on the

35

Ex. 4



The notes have not been registered under the Securities Act and they may not be offered orsold within the United States or to, or for the account or benefit of, U.S. persons exceptpursuant to an exemption from, or in a transaction not subject to, the registration requirementsof the Securities Act. In addition, the notes have not been qualified for sale to the public byprospectus under the securities laws of the Province of Quebec or any other province orterritory of Canada, and may not be offered or sold except pursuant to an exemption from theprospectus requirements of the Quebec Securities Act. Accordingly, the notes are being offeredand sold only (A) to “qualified institutional buyers” (as defined in Rule 144A) (“QIBs”) incompliance with Rule 144A and (B) outside the United States to persons other than U.S. persons(“non-U.S. purchasers”, which term shall include dealers or other professional fiduciaries in theUnited States acting on a discretionary basis for non-U.S. beneficial owners (other than anestate or trust)) in reliance upon Regulation S under the Securities Act (“Regulation S”). As usedherein, the terms “United States” and “U.S. person” have the meanings given to them inRegulation S. Further, in order to comply with the requirements of the Quebec Securities Act,the notes are being offered hereby only to prospective purchasers who, in addition to meetingall of the foregoing requirements, also qualify as “accredited investors” within the meaning ofNI 45-106.

Each purchaser or transferee of notes will be deemed to have represented and agreed asfollows:

(1) It is an “accredited investor” as that term is defined in NI 45-106, which includes,among other things: (i) a person, other than an individual or investment fund, that has netassets of at least Cdn. $5 million as shown on its most recently prepared financialstatements, that was not created and is not being used solely to purchase or hold securitiesas an “accredited investor”; (ii) a person acting on behalf of a fully managed accountmanaged by that person, if that person is registered or authorized to carry on business asan adviser or the equivalent under the securities legislation of any jurisdiction; (iii) a bank orother financial institution; (iv) a securities dealer or adviser that is registered in anyjurisdiction; (v) a pension fund that is regulated by a regulatory authority; (vi) any national,federal, state, provincial, territorial or municipal government of or in any jurisdiction, or anyagency of that government; or (vii) an entity all of the owners of interests in which, direct,indirect or beneficial, are persons that are accredited investors; and it further represents andagrees that it is purchasing the notes as principal for its own account or an account withrespect to which it exercises sole investment discretion and that it and any such account iseither (A) a QIB, and is aware that the sale to it is being made in reliance on Rule 144A or(B) a non-U.S. purchaser that is outside the United States (or a non-U.S. purchaser that is adealer or other fiduciary as referred to above).

(2) It acknowledges that the notes have not been registered under the Securities Act orqualified for distribution under the Quebec Securities Act or the securities laws of any otherprovince or territory of Canada (“Canadian Securities Laws”) and may not be offered orsold except as set forth below.

(3) It shall not resell or otherwise transfer any of such notes prior to (i) the firstanniversary of the last date of original issuance of the notes (or such shorter period of timeas permitted by Rule 144(d) under the Securities Act) and (ii) such later date, if any, as maybe required by applicable laws, except (A) to the Issuer or any of its subsidiaries, (B) insidethe United States to a QIB in a transaction complying with Rule 144A, (C) inside the UnitedStates to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or(7) under the Securities Act) (an “Accredited Investor”), that, prior to such transfer,furnishes (or has furnished on its behalf by a U.S. broker-dealer) to the trustee a signed

153

Ex. 4


letter containing certain representations and agreements relating to the restrictions ontransfer of the notes (the form of which letter can be obtained from such trustee),(D) outside the United States in compliance with Rule 904 under the Securities Act,(E) pursuant to the exemption from registration provided by Rule 144 under the SecuritiesAct (if available), (F) in accordance with another exemption from the registrationrequirements of the Securities Act (and based upon an opinion of counsel if the Issuer sorequests), or (G) pursuant to an effective registration statement under the Securities Act.Further, it shall not resell or otherwise transfer any of such notes except pursuant to anexemption from the prospectus requirements of Canadian Securities Laws, or in atransaction that otherwise complies with or is not subject to the prospectus requirements ofCanadian Securities Laws.

(4) It agrees that it will give to each person to whom it transfers the notes notice of anyrestrictions on transfer of such notes.

(5) It acknowledges that prior to any proposed transfer of notes in certificated form orof beneficial interests in a note in global form (a “Global Note”) (in each case other thanpursuant to an effective registration statement) the holder of notes or the holder ofbeneficial interests in a Global Note, as the case may be, may be required to providecertifications and other documentation relating to the manner of such transfer and submitsuch certifications and other documentation as provided in the Indenture.

(6) It understands that all of the notes will bear a legend substantially to the followingeffect unless otherwise agreed by the Issuer and the holder thereof:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BEOFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT ORBENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITIONHEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONALBUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S.PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION INCOMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITEDINVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT(AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT PRIOR TO THE FIRSTANNIVERSARY OF THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISETRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF,(B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCEWITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO ANACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HASFURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNEDLETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TOTHE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTERCAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITEDSTATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THESECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROMREGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),(F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSELIF THE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACHPERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THEEFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITYWITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE

154

Ex. 4



Upon the terms and subject to the conditions contained in the purchase agreement betweenus and the Initial Purchasers, we have agreed to sell to the Initial Purchasers, and the InitialPurchasers, subject to certain conditions, have severally agreed to purchase, the principalamount of the notes set forth opposite their name in the table below.

Initial Purchasers



PrincipalAmount ofEuro Notes


Deutsche Bank SecuritiesInc. . . . . . . . . . . . . . . . . . . . . . $ 455,000,000 $ 739,375,000 € 341,250,000 $ 739,375,000

HSBC Securities (USA)Inc. . . . . . . . . . . . . . . . . . . . . . 455,000,000 739,375,000 341,250,000 739,375,000

Mitsubishi UFJ Securities(USA), Inc. . . . . . . . . . . . . . . 250,000,000 406,250,000 — 406,250,000

Mitsubishi UFJ SecuritiesInternational plc . . . . . . . . . — — 187,500,000 —

DNB Markets, Inc. . . . . . . . . . . 185,000,000 300,625,000 138,750,000 300,625,000SunTrust Robinson

Humphrey, Inc. . . . . . . . . . . 80,000,000 130,000,000 60,000,000 130,000,000Barclays Capital Inc. . . . . . . . . 160,000,000 260,000,000 120,000,000 260,000,000Morgan Stanley & Co. LLC . . 160,000,000 260,000,000 120,000,000 260,000,000RBC Capital Markets, LLC . . . 160,000,000 260,000,000 120,000,000 260,000,000Citigroup Global Markets

Inc. . . . . . . . . . . . . . . . . . . . . . 45,000,000 73,125,000 33,750,000 73,125,000BMO Capital Markets

Corp. . . . . . . . . . . . . . . . . . . . 12,500,000 20,312,500 9,375,000 20,312,500CIBC World Markets Corp. . . 12,500,000 20,312,500 9,375,000 20,312,500SMBC Nikko Securities

America, Inc. . . . . . . . . . . . . 12,500,000 20,312,500 — 20,312,500SMBC Nikko Capital Markets

Limited . . . . . . . . . . . . . . . . . — — 9,375,000 —TD Securities (USA) LLC . . . . 12,500,000 20,312,500 9,375,000 20,312,500

Total . . . . . . . . . . . . . . . . . . . . . $2,000,000,000 $3,250,000,000 €1,500,000,000 $3,250,000,000

The Initial Purchasers are committed to take and pay for all of the notes being offered, if anyare taken. The initial offering price for each series of notes is set forth on the cover page of thisoffering memorandum. After the notes are released for sale, the Initial Purchasers may changethe offering price and other selling terms with respect to the notes. The offering of the notes bythe Initial Purchasers is subject to receipt and acceptance and subject to the Initial Purchasers’right to reject any order in whole or in part.

The notes have not been registered under the Securities Act or qualified for distributionunder Canadian Securities Laws. The Initial Purchasers have agreed that they will only offer orsell the notes to “accredited investors” within the meaning of NI 45-106 and, further, will onlyoffer and sell the notes (A) to persons they reasonably believe to be qualified institutionalbuyers in reliance on Rule 144A under the Securities Act, and (B) outside the United States tonon-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.Terms used above have the meanings given to them by Rule 144A and Regulation S under theSecurities Act.

157

Ex. 4


In connection with sales outside the United States, the Initial Purchasers have agreed thatthey will not offer, sell or deliver the notes to, or for the account or benefit of, U.S. persons (i) aspart of the Initial Purchasers’ distribution at any time or (ii) otherwise until 40 days after the laterof the commencement of the offering or the date the notes are originally issued. The InitialPurchasers will send to each dealer to whom they sell such notes during such 40-day period aconfirmation or other notice setting forth the restrictions on offers and sales of the notes withinthe United States or to, or for the account or benefit of, U.S. persons.

In addition, with respect to notes initially sold pursuant to Regulation S, until 40 days afterthe later of the commencement of this offering or the date the notes are originally issued, anoffer or sale of such notes within the United States by a dealer that is not participating in theoffering may violate the registration requirements of the Securities Act.

Sales in the United States may be made through certain affiliates of the Initial Purchasers.One or more of the Initial Purchasers may use affiliates or other appropriately licensed entities forsales of the notes in jurisdictions in which such Initial Purchasers are not otherwise permitted.

Each series of notes is a new issue of securities with no established trading market. TheIssuer has been advised by the Initial Purchasers that certain of the Initial Purchasers intend tomake a market in each series of the notes but are not obligated to do so and may discontinuemarket making at any time without notice. No assurance can be given as to the liquidity of thetrading market for any series of the notes.

In connection with the offering, the Initial Purchasers may purchase and sell notes in theopen market. These transactions may include short sales, stabilizing transactions and purchasesto cover positions created by short sales. Short sales involve the sale by the Initial Purchasers ofa greater number of notes than they are required to purchase in the offering. Stabilizingtransactions consist of certain bids or purchases made for the purpose of preventing orretarding a decline in the market price of the notes while the offering is in progress.

These activities by the Initial Purchasers, as well as other purchases by the InitialPurchasers for their own accounts, may stabilize, maintain or otherwise affect the market priceof the notes. As a result, the price of the notes may be higher than the price that otherwisemight exist in the open market. If these activities are commenced, they may be discontinued bythe Initial Purchasers at any time. These transactions may be effected in the over-the-countermarket or otherwise.

In relation to each Member State of the European Economic Area which has implemented theProspectus Directive (each, a “Relevant Member State”), the Initial Purchasers have representedand agreed that with effect from and including the date on which the Prospectus Directive isimplemented in that Relevant Member State (the “Relevant Implementation Date”) they have notmade and will not make an offer of notes which are the subject of the offering contemplated bythis offering memorandum to the public in that Relevant Member State other than:

(a) to any legal entity which is a qualified investor as defined in the ProspectusDirective;

(b) to fewer than 150 natural or legal persons (other than qualified investors asdefined in the Prospectus Directive), subject to obtaining the prior consent of therelevant Dealer or Dealers nominated by the issuer for any such offer; or


provided that no such offer of notes shall require the Issuer or any Initial Purchaser topublish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement aprospectus pursuant to Article 16 of the Prospectus Directive.

158

Ex. 4


For the purposes of this provision, the expression an “offer of notes to the public” inrelation to any notes in any Relevant Member State means the communication in any form andby any means of sufficient information on the terms of the offer and the notes to be offered soas to enable an investor to decide to purchase or subscribe the notes, as the same may bevaried in that Member State by any measure implementing the Prospectus Directive in thatMember State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended,including the 2010 173/EU Directive.


(a) it has only communicated or caused to be communicated and will onlycommunicate or cause to be communicated an invitation or inducement to engage ininvestment activity (within the meaning of Section 21 of the FSMA) received by it inconnection with the issue or sale of the notes in circumstances in which Section 21(1) ofthe FSMA does not apply to the Issuer or the guarantors; and

(b) it has complied and will comply with all applicable provisions of the FSMA withrespect to anything done by it in relation to the notes in, from or otherwise involvingthe United Kingdom.

The offering is being made on a private placement basis in one or more provinces ofCanada through an Initial Purchaser or one of its affiliates. The notes have not been and will notbe qualified for sale to the public by prospectus under applicable Canadian Securities Laws and,accordingly, any offer and sale of the notes in Canada will be made on a basis which is exemptfrom the prospectus requirements of such securities laws.

The notes may not be offered or sold by means of any document other than (i) incircumstances which do not constitute an offer to the public within the meaning of theCompanies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” withinthe meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and anyrules made thereunder, or (iii) in other circumstances which do not result in the document beinga “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong),and no advertisement, invitation or document relating to the notes may be issued or may be inthe possession of any person for the purpose of issue (in each case whether in Hong Kong orelsewhere), which is directed at, or the contents of which are likely to be accessed or read by,the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other thanwith respect to notes which are or are intended to be disposed of only to persons outside HongKong or only to “professional investors” within the meaning of the Securities and FuturesOrdinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

This offering memorandum has not been registered as a prospectus with the MonetaryAuthority of Singapore. Accordingly, this offering memorandum and any other document ormaterial in connection with the offer or sale, or invitation for subscription or purchase, of thenotes may not be circulated or distributed, nor may the notes be offered or sold, or be made thesubject of an invitation for subscription or purchase, whether directly or indirectly, to persons inSingapore other than (i) to an institutional investor under Section 274 of the Securities andFutures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any personpursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 ofthe SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any otherapplicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 by a relevant person whichis: (a) a corporation (which is not an accredited investor) the sole business of which is to hold

159

Ex. 4



Ex. 5


Ex. 6


Ex. 7


US PRIVATE PLACEMENT REVIEWPLACEMENT AGENTS

Full Year 2015

REUTERS /Shannon Stapleton

Ex. 8


*tieIndustry % Change from Last Half -33.4% Industry % Change from Last Half -50.5%-23.6%Industry % Change from Same Period Last Year -10.1% Industry % Change from Same Period Last Year -26.5%-14.3%

73.1-255

693,020.5

290 -105.5

22.6 3.0

-1.3 -111 -8Morgan Stanley 1,208.34 4 -4.2 -1012 16.41,212.3 5.1

-15Credit Suisse 4 5 +0.1 -38 Goldman Sachs & Co

1,597.0 6.7 -4.1 14 19.227.5 -50 Bank of America Merrill Lynch 3 218 24.7 -9

Citi 3 1 80,295.9 8.5 -0.82 5 2,832.4 11.9 +2.7488 32.0 -34 JP Morgan

20 27.4 2Bank of America Merrill Lynch 2 3 81,308.3 8.6 -0.1

1 1 6,899.4 29.0 +17.8458 30.1 -75 Mercury Capital Advisors LLCShare Ch. Deals Sh (%) # of Deals

JP Morgan 1 2 82,617.6 8.7 -0.4

Market # of Market Change in Placement Agents Proceeds Sh (%) Share Ch. Deals Sh (%)

Market Change in 2015Rank

2014Rank

Market# of Deals Placement Agents Proceeds Sh (%)

Proceeds per Placement Agent (US$m) # of Deals per Agent Proceeds per Placement Agent (US$m) # of Deals per Agent2015Rank

2014Rank

Market Market # of

Industry % Change from Last Half -33.9%-10.6%

Straight Debt (AN1) Jan 1 - Dec 31 Equity & Equity-related (AM1) Jan 1 - Dec 31

-1.5 -12520.2

426 26.7 -61Credit Suisse 4 5 0 - -47

31.5 -49Citi 3 1 80,764.7 8.3 -1.0

-84Bank of America Merrill Lynch 2 3 82,941.7 8.5 -0.3 503

# of DealsJP Morgan 1 2 85,486.4 8.8 -0.3 477 29.9Placement Agents Proceeds Sh (%) Share Ch. Deals Sh (%)

Market Market # of Market Change in

Industry % Change from Last Half 10.9%

Overall Private Placements (AL1) Jan 1 - Dec 31

Proceeds per Placement Agent (US$m) # of Deals per Agent2015Rank

2014Rank

Industry % Change from Same Period Last Year 5.7%

Top Fifteen Total 48,206.2

10.4%

75 11 +3.2 11

3,797.6 7.033 13.0 7

Goldman Sachs & Co 4 15 +4.4Barclays 3 4 4,328.7 8.0 +1.2

-0.1 48 18.9 763 24.8 2

JP Morgan 2 2 6,271.5 11.5Bank of America Merrill Lynch 1 1 11,592.7 21.3 +0.2

Market Change in Placement Agents Proceeds Sh (%) Share Ch. Deals Sh (%) # of Deals

Traditional Private Placements (AN11) Jan 1 - Dec 31


2014Rank

Market Market # of

Visit http://dmi.thomsonreuters.com to view archives and order custom League Tables

131415

Mizuho Financial Group 17

150

126

Top Fifteen Total15

Mitsubishi UFJ Financial Group 135.38.7

Goldman Sachs & Co 9 8

6.080

9.83.12.4 8.3

13.7

21.26.15.8 19.0

20.6

21

21.15.25.1 17.4

100.0

2.2

National Australia Bank 11 1212 7 6.7

3.92.8

8.72.32.3

17

-0.6

Citi 7

5.54.7Scotia Capital 10 20 1,890.3 3.5

4.6Morgan Stanley 85.53.58.7

-6 2,473.9 -0.1

Wells Fargo & Co 11.46.54.7

8.37.15.2 18

3,539.512

Full Year 2015 | Capital Markets | Placement Agents

US Private Placement ReviewTraditional Private Placements Issuance At All Time High | Bank of America Merrill Lynch Top Agent

https://www.thomsonone.com

Industry TotalTop Fifteen TotalJefferies LLCUBS

Industry % Change from Same Period Last Year

Lloyds Bank 14Mitsubishi UFJ Financial GroupBNP Paribas SAHSBC Holdings PLCRBC Capital MarketsGoldman Sachs & CoWells Fargo & CoBarclaysMorgan Stanley

6.06.1

58,758.159,038.3

6Deutsche Bank 5 4

20.8322332

121110987

7698121013151614

972,072.9705,428.013,694.216,286.016,496.322,635.130,103.430,461.449,796.050,175.153,045.455,745.9

100.072.51.41.71.72.33.13.15.15.25.55.7

-0.3+0.2+0.1+0.3-0.6+1.0-0.2+0.6-0.2+0.4 19.0

20.622.117.313.5

353329303

9.68.08.55.35.5

-21-31-2

-4420

-627

-16

-279

8884

135-46-9

127154

-23.4%-14.9%

215277

1,597

RBS 6 3 2,811.6 -2.229

-6

22 15 2,627.2 -2.0 21 -14.8

+2.7 12 7RBC Capital Markets 9 10 1,906.9 0

14 0 -

14 6

1,481.2 -1.51,804.5 +0.13.3

2.7 -1US Bancorp 13 8 1,257.9 -1.7 22Mitsubishi UFJ Financial Group

- 1,253.0 +2.37 -2

0 -10 10

Industry Total 54,366.0

Commonwealth Bank of Australia 15 14 1,169.788.7

254 24

3

26.8%

Credit Suisse 8 8 706.5 -3.0322 -24

Morgan Stanley 6

-0.3

Wells Fargo & Co 8

58,295.5 323419

Deutsche Bank 58,215.0 3146.2

5 47 54,537.6 +0.6

Barclays 7 6 52,526.3 -0.39 49,188.4 +0.6 344 -2

48,583.7 0 - 265 -34HSBC Holdings PLC 10 10 29,618.9 -0.73.1 -61RBC Capital Markets 11 12 29,616.7 +0.9 208BNP Paribas SA 12 13 22,585.1 +0.3 7

15 16,383.8 +0.1 132 -161.7UBS 14 16 15,780.0 +0.21.7 -44

13,467.7 +0.1 92 151.4

Industry Total 947,891.5 100.0 1,523

5.1 13 17.85 7 -2.3Wells Fargo & Co 6 9 950.3 4.0 +0.3 8 11.0 0 -RBC Capital Markets 7 12 844.6 3.6 +1.6 7 9.6 -1

8 11.0 -9Deutsche Bank 9 3 506.8 2.1 -8.4 7 9.6 -14HSBC Holdings PLC 10 17 484.5 2.0 +1.1 4 5.5 -1Barclays 11 10 482.8 2.0 -1.7 6 8.2 -7Jefferies LLC 12 11 473.5 2.0 9.67 1UBS 13 13 469.6 2.0 +0.3 3 4.1 -2Citi 14 6 468.8 2.0 -5.9 7 9.6 -11BMO Capital Markets 15 14 370.0 1.6 +0.6 4.1 -1Top Fifteen Total 19,506.8 82.1Industry Total 23,781.4 100.0 73 -21

-17.5%-22.3%

Ex. 8


*tie

Top Ten Total100.0

2.4HSBC Holdings PLC 12 18.112.92.2Jefferies LLC 13 11 4,812.6

30.34.54.0Wells Fargo & Co 10 35.8

RBC Capital Markets 9 10 9,635.6

Citi 6 39.435.85.6

5.5Morgan Stanley 8 33.56

38.76.4Goldman Sachs & Co 4 39.0

38.16.25 13,791.9 +0.2

Jan 1 - Dec 31

7.0

Sh (%)

50.36.8

-0.4

+3.5

-3.9

-2.4

-0.5

+2.3

Top Fifteen Total 51,946.7 78.4100.0

5.42.52.1 8.7

5.115

240

Morgan Stanley 105.18.3

3.13.0Mitsubishi UFJ Financial Group 12 6

6.93.73.5 6.9

1.419

194

Goldman Sachs & Co 410.55.4

5.75.2Wells Fargo & Co 6 10

Sh (%)

10.5 57

Share Ch. Deals

13

Plain Vanilla Debt including Reg. S (AN9) Jan 1 - Dec 31

Placement Agents



US Private Placement Review

Overall Private Placements - Yankee Issues (AL4) Jan 1 - Dec 31

Securitized Debt (AN5)High Yield Corporate Debt (AN3) Jan 1 - Dec 31

2015Rank

2014Rank

13.0

Market Market # of Market

20.7

ProceedsChange in

Placement Agents Proceeds Sh (%) Share Ch. Deals Sh (%) # of DealsBank of America Merrill Lynch 1 5 4,499.8 12.7 +5.2 26 20.6 10Mercury Capital Advisors LLC 2 9 4,203.3 11.8 +8.1 9 7.1 2Citi 3 4 3,113.0 8.8 +0.6 20 15.9 6JP Morgan 4 2 2,986.0 8.4 23 18.3 1RBS 5 1 2,558.5 7.2 -5.2 15 11.9 -8Barclays 6 3 2,121.2 6.0 18 14.3 -2Credit Suisse 7 29 2,103.7 5.9 +5.4 2 1.6 0 -National Australia Bank 8 7 1,546.2 4.4 13 10.3 -1HSBC Holdings PLC 9 6 1,543.3 4.3 -2.1 9 7.1 -4Lloyds Bank 10 - 1,253.0 3.5 10 7.9 10Commonwealth Bank of Australia 11 8 1,091.9 3.1 -1.1 6 4.8 -3Scotia Capital 12 31 1,005.9 2.8 8 6.3 6ANZ Banking Group 13* 14 931.0 2.6 -0.1 7 5.6 -1Goldman Sachs & Co 13* 11 931.0 2.6 5 4.0 1RBC Capital Markets 15 13 818.5 2.3 -0.5 8 6.3 2Top Fifteen Total 30,706.3 86.4Industry Total 35,574.0 100.0 126

10.5%37.7%

Proceeds per Placement Agent (US$m) # of Deals per Agent

12

Industry % Change from Same Period Last Year 10.7%


2014Rank

Market Market # of Market Change in Sh (%) # of Deals

Bank of America Merrill Lynch 1 1 10,434.0 15.7 -3.4 68 24.6 4JP Morgan 2 2 6,970.4 +0.3Barclays 3 4 4,503.7 -0.86.8 36 6

11 3,934.4 +2.6 15 65.9Citi 5 5 3,790.4 -0.2 29 7

3,438.8 +1.8 32 1211.6RBS 7 3 2,886.8 -3.84.4 -9Credit Suisse 8 - 2,423.3 +3.7 4RBC Capital Markets 9 15 2,300.3 +1.4 11

8 2,257.2 -0.9 23 13.4HSBC Holdings PLC 11 9 2,060.0 -0.8 -1

1,983.3 -1.5 21 -27.614

Scotia Capital 13 20 1,925.0 +1.92.9 6National Australia Bank 14 12 1,624.0 -0.3 14 -US Bancorp 15 7 1,415.1 -2.3

276

-3

Industry % Change from Same Period Last Year 19.3% 16.5%

39Industry Total 66,412.2

# of Deals

Industry % Change from Last Half 8.7% 28.1%

Proceeds per Placement Agent (US$m)

Industry % Change from Last Half -14.0%

Sh (%)

# of Deals per Agent2015Rank

2014Rank

Market Market # of Market Change in

+1.1Placement Agents Proceeds Sh (%) Share Ch. Deals

Citi 2 3 30,891.8 10.8Credit Suisse 1 1 34,149.7 12.0 163 26.3 220+1.2 139 22.5 18

JP Morgan 4 6 26,042.5 9.1Wells Fargo & Co 3 2 29,062.0 10.2 - 156 25.2 12

-0.3+0.4 121 19.5 5

Morgan Stanley 6 7 22,022.7 7.7Bank of America Merrill Lynch 5 5 24,110.9 8.5 126 20.4 8

-2.1+1.1 87 14.1 24

Barclays 8 9 14,578.8 5.1Deutsche Bank 7 4 20,994.8 7.4 102 16.5 -35

-0.3+1.0 90 14.5 18

RBC Capital Markets 10 12 8,078.5 2.8Goldman Sachs & Co 9 8 13,781.7 4.8 65 10.5 -3

+0.2+0.8 49 7.9 14

Drexel Hamilton LLC 12 14 4,897.5 1.7Jefferies LLC 11 11 7,846.5 2.8 39 6.3 8

+0.30 - 26 4.2 -10

BNP Paribas SA 14 18 3,625.9 1.3Cantor Fitzgerald LP 13 17 3,705.4 1.3 13 2.1 -9

+0.4+0.4 19 3.1 8

Top Fifteen Total 246,870.2 86.6Mitsubishi UFJ Financial Group 15 22 3,081.5 1.1 20 3.2 10

-46

Industry % Change from Same Period Last Year -5.2% -6.9%

Industry Total 285,285.8 100.0 619

-9.8%


2014Rank

Market Market # of Market Change in Placement Agents Proceeds Sh (%) Share Ch. Deals # of DealsJP Morgan 1 3 17,733.7 8.2 +0.8 152 49.0 -40Bank of America Merrill Lynch 2 4 15,207.2 +0.5 156 -27Deutsche Bank 3 2 14,760.6 -1.1 120 -45

121 -15Barclays 5 8 13,454.8 +1.2 118 -13

1 12,803.6 -2.4 122 -335.9Credit Suisse 7 7 12,036.4 0 - 111 -39

11,872.2 -0.2 104 -29+1.7 94 -7

9 8,753.3 +0.5 111 -22SunTrust Banks 11 19 6,657.9 +1.6 72 16

12 5,273.2 -0.1 56 -1723.23.1

-0.5 40 -12

52 -1314.2+0.3 44 92.016.82.0Mitsubishi UFJ Financial Group 15 17 4,258.3 +0.4

BNP Paribas SA 14 15 4,415.5

-162155,466.8 71.8

Industry % Change from Same Period Last Year -19.9% -34.3%

Industry Total 216,712.2 310

Industry % Change from Last Quarter -61.2% -64.0% Industry % Change from Last Half -16.1%


Ex. 8


*tie

74.7100.0

100.0

10.8

14.92.5 11.0

4.9


2.01.7

6.37.2

1.7 6.1

5.24.4

18.416.6

4.23.9

14.571

34.5

18.6

Goldman Sachs & Co 8 9 29,847.8

SunTrust Banks 14 21 9,168.2

35.3

5.6 17.529.48.3

+0.1

5.55.5

20.0

119 8

8.6 30.6

73.4

Deutsche Bank 5 4 58,194.26.58.0

22.421.4

5.3

24.25.96.4 -1.4 318

15.3201 1620.05.1

5.1 24.4 -10321

6.3

7.11.51.6 8.7

10.92.4 9.03.2

1.8



US Private Placement Review

25.033.4

Rule 144a Debt, Equity & Eq-related - US Issuers (AO3) Jan 1 - Dec 31Rule 144a Debt, Equity & Equity-related (AO1) Jan 1 - Dec 31

Rule 144a Debt, Equity & Eq-related-Non-US Iss (AO4) Jan 1 - Dec 31


2014Rank

Market Market # of Market Change in # of DealsPlacement Agents Proceeds Sh (%) Share Ch. Deals Sh (%)

Credit Suisse 1 4 43,110.2 8.0 +0.3 267 30.1 2Bank of America Merrill Lynch 2 3 42,354.4 7.8 -0.3 313 -2Wells Fargo & Co 3 5 40,555.8 7.5 -0.1 290 32.7 -1JP Morgan 4 2 39,658.4 7.3 -1.5 277 31.3 -42Deutsche Bank 5 1 37,927.3 7.0 -1.8 232 26.2 -50Citi 6 6 37,029.5 6.9 246 27.8 4Morgan Stanley 7 7 32,966.2 6.1 +0.8 206 23.3 15

5.5 +0.4 192 21.7 -10Barclays 9 8 29,517.8 5.5 +0.3 215 24.3 9RBC Capital Markets 10 12 19,695.3 3.6 +1.4 154 17.4 27Mitsubishi UFJ Financial Group 11 14 11,540.5 2.1 +0.2 97 10.9 -1Jefferies LLC 12 11 10,904.0 2.0 -0.8 78 8.8 -1Mizuho Financial Group 13 16 10,570.7 2.0 +0.6 74 8.4 28

1.7 +0.8 93 10.5 20HSBC Holdings PLC 15 13 8,669.9 1.6 -0.5 63 7.1 -5Top Ten Total 403,516.0 74.6Industry Total 540,971.3 100.0 886 -70

Industry % Change from Same Period Last Year 4.2% -7.3%Industry % Change from Last Half -24.9% -26.3%


2014Rank

Market Market # of Market Change in Placement Agents Proceeds Sh (%) Share Ch. Deals Sh (%) # of DealsJP Morgan 1 2 79,602.7 8.8 -0.3 425 32.3 -91Citi 2 1 77,827.7 -0.9 403 -60Bank of America Merrill Lynch 3 3 73,020.6 -0.2 439 -46Credit Suisse 4 5 58,654.8 +0.1 329 -47

-117Morgan Stanley 6 8 53,688.7 +0.6 281 -18Barclays 7 6 48,624.8 -0.4 294 -37Wells Fargo & Co 8 9 46,736.3 +0.5Goldman Sachs & Co 9 7 46,076.3 -0.3 263 -49RBC Capital Markets 10 12 28,882.4 +1.13.2HSBC Holdings PLC 11 10 28,842.5 -0.5 143 -57BNP Paribas SA 12 13 21,910.9 +0.3UBS 13 15 16,261.0 +0.2 83 -47Mitsubishi UFJ Financial Group 14 16 14,513.0 +0.1 114 -15Mizuho Financial Group 15 17 13,514.6 +0.3 93 19Top Fifteen Total 666,350.5Industry Total 909,915.0 1,315 -298

Industry % Change from Same Period Last Year -11.6% -18.5%Industry % Change from Last Half -36.1% -31.1%


2014Rank

Market Market # of Market Change in Placement Agents Proceeds Sh (%) Share Ch. Deals Sh (%) # of DealsCiti 1 1 40,798.2 11.1 -1.1 157 36.6 -64JP Morgan 2 2 39,944.3 +1.4 148 -49Bank of America Merrill Lynch 3 3 30,666.2 -0.1 126 -44Morgan Stanley 4 7 20,722.5 +0.2 75 -33Deutsche Bank 5 4 20,267.0 -1.3 86 -67HSBC Holdings PLC 6 8 20,172.6 +0.2 80 -52Barclays 7 5 19,107.0 -0.9 79 -46Goldman Sachs & Co 8 6 16,228.5 -1.4 -39Credit Suisse 9 9 15,544.6 -0.9 62 -49BNP Paribas SA 10 10 14,274.9 +0.7 64 -9RBC Capital Markets 11 11 9,187.1 +0.4 47 -11UBS 12 16 8,345.6 +1.02.3 21 -27Societe Generale 13 17 7,427.8 +0.9 27 -7Wells Fargo & Co 14 13 6,180.4 +0.1 31 -9Standard Chartered PLC 15 14 6,090.9 +0.1

274,957.626 -24

Industry Total 368,943.7 429 -228Top Ten Total

Industry % Change from Same Period Last Year -27.7% -34.7%Industry % Change from Last Quarter -50.1% -40.1%

Ex. 8






65 Route 4 East


(201) 441-9056

Attorneys for the Bank Offering Defendants





LITIGATION

__________________________________


ALL ACTIONS.


LHG

ORDER

THIS MATTER having come before the Court upon the motion of

Defendants Goldman, Sachs & Co.; J.P. Morgan Securities LLC; Merrill Lynch,

Pierce, Fenner & Smith Incorporated; CIBC World Markets Corp.; Citigroup Global

Markets Inc.; DBS Bank, Ltd; TD Securities (USA) LLC; BMO Capital Markets

Corp.; SMBC Nikko Securities America, Inc.; Deutsche Bank Securities Inc.; HSBC

Securities (USA) Inc.; Mitsubishi UFJ Securities (USA), Inc.; DNB Markets, Inc.;

Barclays Capital Inc.; Morgan Stanley & Co. LLC; RBC Capital Markets, LLC; and

SunTrust Robinson Humphrey, Inc. (the “Bank Offering Defendants”), through their

attorneys Hartmann Doherty Rosa Berman & Bulbulia, LLC (Mark A. Berman, Esq.,


appearing) and Paul, Weiss, Rifkind, Wharton & Garrison LLP (Richard A. Rosen,

Esq. (pro hac vice), appearing), for entry of an Order dismissing Counts III through

VIII of Plaintiffs’ Consolidated Complaint as to the Bank Offering Defendants with

prejudice; and the Court having considered the submissions of the parties and any

arguments of counsel; and for good cause shown:

IT IS on this ______ day of ________, 201__,

ORDERED that the Bank Offering Defendants’ Motion to Dismiss Counts

III through VIII of Plaintiffs’ Consolidated Complaint be and is hereby GRANTED;

and it is further

ORDERED that Plaintiffs’ Consolidated Complaint be and is hereby

DISMISSED WITH PREJUDICE as to the Bank Offering Defendants.

Honorable Michael A. Shipp

UNITED STATES DISTRICT JUDGE


1





65 Route 4 East


(201) 441-9056

Attorneys for Defendants

Goldman, Sachs & Co.; J.P. Morgan

Securities LLC; Merrill Lynch, Pierce,

Fenner & Smith Incorporated; CIBC

World Markets Corp.; Citigroup Global

Markets Inc.; DBS Bank Ltd; TD

Securities (USA) LLC; BMO Capital

Markets Corp.; SMBC Nikko Securities

America, Inc.; Deutsche Bank Securities

Inc.; HSBC Securities (USA) Inc.;

Mitsubishi UFJ Securities (USA), Inc.;

DNB Markets, Inc.; Barclays Capital

Inc.; Morgan Stanley & Co. LLC; RBC

Capital Markets, LLC; and SunTrust

Robinson Humphrey, Inc.





LITIGATION

___________________________________


ALL ACTIONS.


LHG

CLASS ACTION

CERTIFICATE OF SERVICE


2

I, MARK A. BERMAN, ESQ., hereby certify under penalty of law that on

this date I caused Defendants Goldman, Sachs & Co.; J.P. Morgan Securities LLC;

Merrill Lynch, Pierce, Fenner & Smith Incorporated; CIBC World Markets Corp.;

Citigroup Global Markets Inc.; DBS Bank Ltd; TD Securities (USA) LLC; BMO

Capital Markets Corp.; SMBC Nikko Securities America, Inc.; Deutsche Bank

Securities Inc.; HSBC Securities (USA) Inc.; Mitsubishi UFJ Securities (USA), Inc.;

DNB Markets, Inc.; Barclays Capital Inc.; Morgan Stanley & Co. LLC; RBC Capital

Markets, LLC; and SunTrust Robinson Humphrey, Inc.’s Notice of Motion to

Dismiss, Brief and Declaration of Richard A. Rosen, Esq. with accompanying

exhibits, and proposed form of Order to be served via ECF upon all counsel of

record.



BERMAN & BULBULIA, LLC 65 Route 4 East


(201) 441-9056

[email protected]


Defendants




mark a. berman, esq. robin d. fineman, esq. hartmann ...€¦ · international, inc. securities...

Documents