The Valeant Defense Webcast
A Four-Hour Conference Call Answering Wall Street's Doubts
A four-hour conference call in which Ackman defends Valeant point by point against mounting skepticism (including questions from Sequoia Fund shareholders). It is the single most complete record of his reasoning while the thesis was breaking — and therefore the ultimate case study in confirmation bias: every answer is internally coherent, and the premise was still wrong. To be presented as the logic of the moment, with honest retrospective kept separate.
“Our approach to transparency is to provide you with the information we would want if our positions were reversed, (i.e., if you were the portfolio manager and we were the investor).”
Summary
On October 30, 2015, Pershing Square hosted a four-hour webcast to defend its investment in Valeant Pharmaceuticals. With Valeant's share price having fallen from above $250 to $111.50 in a matter of weeks, Ackman used the forum to address the escalating controversies: specialty pharmacy Philidor, accusations of channel stuffing, drug pricing scrutiny, and questions about Valeant's accounting and disclosure practices. The presentation itself was a 39-slide deck that walked through Valeant's business model, the facts Pershing Square believed it had verified, and a valuation case arguing that even losing all of Philidor's contribution left the stock inexpensive. The webcast is best understood not as a dispassionate research report but as a real-time attempt to hold a crumbling thesis together at the moment the market was most skeptical.
Only the webcast slides survive in this archive; the spoken webcast itself was not captured. Quotes below are verbatim from the slide deck.
On Pershing Square's standard for disclosure to investors:
"Our approach to transparency is to provide you with the information we would want if our positions were reversed, (i.e., if you were the portfolio manager and we were the investor)."
— Pershing Square, Valeant Defense Webcast, October 30, 2015
On the limits of that transparency:
"We won't, however, disclose information that would put us at a competitive disadvantage (generally what we are buying or selling) unless we are required to do so by law."
— Pershing Square, Valeant Defense Webcast, October 30, 2015
On the difficulty of analyzing Valeant and the investor compact Ackman believed existed:
"Valeant's business and strategy are complicated to understand; GAAP accounting is an inadequate measure of an acquisitive company."
— Pershing Square, Valeant Defense Webcast, October 30, 2015
On the centrality of transparency to Valeant's valuation:
"Anything less than complete transparency leaves Valeant susceptible to attack."
— Pershing Square, Valeant Defense Webcast, October 30, 2015
On the implicit bargain between Valeant and its shareholders:
"Valeant's implicit compact with shareholders: in exchange for high returns, investors accept complexity so long as there is transparency."
— Pershing Square, Valeant Defense Webcast, October 30, 2015
On the Citron Research accusation that Valeant had used specialty pharmacies to stuff the channel:
"Citron Report — Claim that VRX 'stuffed the channel' and falsely recognized revenue is verifiably false."
— Pershing Square, Valeant Defense Webcast, October 30, 2015
On the path forward and the expected resolution:
"In the very near term, a decision to terminate the Philidor relationship and develop new channel partners. Over the next several months, more negative press reports, scrutiny from regulators and politicians. Completion of the ad hoc committee's work. Over the next year, resilient operating performance from Valeant. In the next two to four years, completion of recently announced investigations."
— Pershing Square, Valeant Defense Webcast, October 30, 2015
On the core valuation claim that underpinned the defense:
"We believe that with the passage of time Valeant's share price will reflect the value of its franchises, its low-cost operating model, and its efficient capital allocation strategy."
— Pershing Square, Valeant Defense Webcast, October 30, 2015
On the historical analogy Ackman used to frame the opportunity — Warren Buffett during the American Express salad-oil scandal:
"Every trust department in the United States panicked," explained this 35-year-old hedge fund manager, "the stock just poured out"
— Warren Buffett, quoted in Pershing Square, Valeant Defense Webcast, October 30, 2015
On the closing appeal to contrarianism:
"A simple rule dictates my buying: Be fearful when others are greedy, and be greedy when others are fearful. And most certainly, fear is now widespread, gripping even seasoned investors."
— Warren Buffett, quoted in Pershing Square, Valeant Defense Webcast, October 30, 2015
Full Text
Slide deck text extracted via PyMuPDF from the webcast presentation slides; no public transcript exists. Slide fragments verbatim, words unchanged.
Pershing Square Capital Management, L.P. Valeant Pharmaceuticals
October 30, 2015
Page 2
The analyses and conclusions of Pershing Square Capital Management, L.P. ("Pershing Square") contained in this presentation are based on publicly available information. Pershing Square recognizes that there may be nonpublic information in the possession of Valeant Pharmaceuticals International, Inc. (VRX) or other companies discussed in this presentation that could lead others to disagree with Pershing Square’s analyses, conclusions and opinions. This presentation and the information contained herein are not investment advice This presentation does not recommend the purchase or sale of any security nor is it intended to be, nor should it be construed as, an offer to sell or a solicitation to buy any securities. All investments involve risk, including the loss of principal. The analyses provided may include certain forward-looking statements, estimates and projections prepared with respect to, among other things, the historical and anticipated operating performance of VRX and the other companies discussed in this presentation, access to capital markets, market conditions and the values of assets and liabilities. Such statements, estimates, and projections reflect various assumptions by Pershing Square concerning anticipated results that are inherently subject to significant economic, competitive, and other uncertainties and contingencies and may, as a result, prove to be inaccurate. Such statements, estimates, and projections have been included solely for illustrative purposes. No representations, express or implied, are made as to the accuracy or completeness of such statements, estimates or projections or with respect to any other materials herein and Pershing Square disclaims any liability with respect thereto. Actual results may vary materially from the estimates and projected results contained herein. The information contained in this presentation may not contain all of the information required in order to evaluate the value of VRX and other companies discussed in this presentation. The opinions, analyses, conclusions and proposals presented herein represent the views of Pershing Square and not those of any third party. This presentation is intended to be read with reference to any and all footnotes and appendices. Funds managed by Pershing Square and its affiliates are invested in securities of VRX.
Pershing Square manages funds that are in the business of trading – buying and selling – securities and other financial instruments. It is possible that there will be developments in the future that cause Pershing Square to change its position regarding VRX or any other companies mentioned. Pershing Square may buy, sell, cover or otherwise change the form of its investment in these companies, at any time, for any or no reason. Pershing Square hereby disclaims any duty to provide any updates or changes to the data, analyses, or opinions contained herein including, without limitation, the manner or type of any Pershing Square investment. Disclaimer 1
Page 3
Our approach to transparency is to provide you with the information we would want if our positions were reversed, (i.e., if you were the portfolio manager and we were the investor)
We won’t, however, disclose information that would put us at a competitive disadvantage (generally what we are buying or selling) unless we are required to do so by law
2
Page 4
Valeant Pharmaceuticals International (VRX)
Multinational specialty pharmaceutical company
Leader in dermatology, ophthalmology, branded
generics, and gastroenterology
Significant presence in both developed and emerging
markets
Market cap of ~$40bn and TEV of $68bn
Approximately 40 manufacturing plants worldwide
18,000 employees(1)
Stock price:
$111.50
3
(1): Valeant company website.
Page 5
In February 2008, when Mike Pearson was named CEO, Valeant was a
small, struggling company
Pearson changed Valeant’s strategy to incorporate:
A durable, diverse portfolio of products in specialties where doctors are
decision makers, with limited government reimbursement
Decentralized, efficient, nimble organizational structure
Return-driven capital allocation framework (M&A, high ROI R&D, buybacks)
Rapid growth
Diverse portfolio of products
Numerous drivers of value creation
Numerous acquisitions
Purchased distressed assets, inherited multiple Corporate Integrity
Agreements
Utilized leverage
Valeant: Context on the Company
4
Page 6
Valeant’s business and strategy are complicated to understand; GAAP accounting is an inadequate measure of an acquisitive company Investor base has historically consisted of sophisticated, long-term investors (Ruane Cunniff & Goldfarb, T Rowe Price, ValueAct, Lone Pine, Brave Warrior, Brahman Capital, etc.) Valeant’s complexity necessitates: Strong, high-integrity management High level of transparency Anything less than complete transparency leaves Valeant susceptible to attack Valeant’s implicit compact with shareholders: in exchange for high returns, investors accept complexity so long as there is transparency Valeant has underinvested in public relations, government relations, and investor relations. This has been a very costly mistake
Valeant: Context on the Company (cont’d.) 5
Page 7
50 100 150 200 250 300 Jan 2015 Feb 2015 Mar 2015 Apr 2015 May 2015 Jun 2015 Jul 2015 Aug 2015 Sep 2015 Oct 2015 Valeant Share Price – 1/1/15 to 10/29/15 Valeant: Share Price Performance 2/9/15: Pershing Square begins to accumulate Valeant shares; 16.5mm shares purchased at average cost of $196 per share through March 17th 2/22/15: Valeant announces initial agreement to acquire Salix for $14.5bn 3/16/15: Valeant announces revised agreement to acquire Salix for $15.8bn; Pershing Square acquires 3mm additional shares from Valeant at $199 to help finance revised transaction 4/29/15: Valeant announces strong Q1 earnings; CFO Howard Schiller announces retirement, but remains on Board and maintains stock ownership 7/23/15: Valeant announces strong Q2 earnings and raises FY2015 guidance
See next page
6
Note: The performance of Valeant’s share price is provided for illustrative purposes only and is not an indication of future returns of the Pershing Square funds.
Source: Bloomberg.
7/30/15: Former Valeant CFO and
current Board Director Howard
Schiller testifies in Congress on
corporate tax rate
Page 8
50 100 150 200 250 300 Sep 1 Sep 8 Sep 15 Sep 22 Sep 29 Oct 6 Oct 13 Oct 20 Oct 27 Valeant Share Price – 9/1/15 to 10/29/15 Valeant: Recent Events 10/19/15: Valeant announces strong Q3 earnings but investors are confused by VRX’s perceived “strategy shift” 9/28/15: House Dems request Republican chairman subpoena VRX regarding price increases; Senator McCaskill releases letter to VRX 9/21/15: Hillary Clinton tweets about pharma “price gouging” 9/20/15: NYT article on price increases in pharma, with focus on Turing Pharmaceuticals after
5,000% drug price increase
Price Increases
- Volume is primary growth driver for ~90% of Valeant’s business
- Media reports are focused on gross prices; net realized prices to manufacturer are much lower
- Drugs improve health outcomes and can reduce overall cost of healthcare; returns on investment critical to drug innovation
VRX’s Perceived “Strategy Shift”
- VRX’s strategy is multi-faceted, focused on creating shareholder value, adapts with opportunities: • M&A: No more “price increase” deals (only 4 of ~150 historical acquisitions) • R&D: Increasing modestly to pursue attractive late-stage development opportunities Pershing Square’s Perspectives on Key Topics A A B B 7
Note: The performance of Valeant’s share price is provided for illustrative purposes only and is not an indication of future returns of the Pershing Square funds.
Source: Bloomberg.
10/14/15: Valeant discloses
receipt of two Federal
subpoenas regarding patient
assistance programs among
other topics
10/14/15: Valeant
responds to Senator
McCaskill
Page 9
50 100 150 200 250 300 Sep 1 Sep 8 Sep 15 Sep 22 Sep 29 Oct 6 Oct 13 Oct 20 Oct 27 Valeant Share Price – 9/1/15 to 10/29/15 Valeant: Recent Events (cont’d) 10/21/15: Pershing Square purchases 2mm additional shares at ~$108 10/26/15: Valeant hosts call, discloses details, confirms appropriateness of accounting, appoints ad hoc committee of Board to review Philidor Citron Report
- Claim that VRX “stuffed the channel” and falsely recognized revenue is verifiably false
- Accounting for sales to Philidor is more conservative than accounting rules applied for sales made to “traditional” distributors
Specialty Pharmacies / Philidor
- Increasingly important distribution channel for the industry
- Lack of early disclosure and details regarding VRX’s relationship with Philidor created uncertainty
- Facts continue to evolve Pershing Square’s Perspectives on Key Topics C D C D 8
Note: The performance of Valeant’s share price is provided for illustrative purposes only and is not an indication of future returns of the Pershing Square funds.
Source: Bloomberg.
10/21/15: Citron releases report claiming
VRX is “next Enron” using specialty
pharmacies to “stuff the channel”
10/29/15: Three large PBMs
announce termination of
relationship with Philidor
Page 10
9 Benefits of Specialty Pharmacies
(1): Valeant investor presentation. October 26, 2015.
►Why patients and doctors like specialty pharmacies:
Specialty pharmacies help patients get the drug their doctor prescribed and reduce
administrative burden
Patients receive their medication quickly by mail, sometimes before claim has been
adjudicated
►Benefits to doctors and patients have made specialty pharmacies an increasingly
popular drug distribution channel
Examples of Dermatology Rx manufacturers with specialty pharmacy relationships(1):
Page 11
►Valeant’s specialty pharmacy strategy originated from a program
acquired with the acquisition of Medicis, a dermatology company
►Today Valeant makes certain products available through the specialty
pharmacy channel – Philidor Rx has been Valeant’s largest specialty
pharmacy
►Important facts about Valeant’s specialty pharmacy strategy:
Valeant’s drugs are available at both retail pharmacies and through
Philidor
Philidor offers low “cash-pay” prices on drugs to patients without
insurance coverage
Government-insured patients are not eligible for co-pay assistance
Philidor represented only ~1% of Valeant sales last year, but grew to ~7%
of total revenue in the most recent quarter
10
Valeant’s Use of Specialty Pharmacies
Page 12
► Payors/PBMs attempt to influence drug utilization to their benefit (tiered formulary co-pays, prior- authorizations, exclusion lists, etc.) ► Drug companies attempt to maintain patient access to physician-prescribed branded drugs ► Specialty pharmacies offer services to improve patient access, including drug dispensing, claims adjudication, coverage status determination, therapy monitoring/adherence, co-pay assistance, etc… Specialty pharmacies bring the manufacturer closer to the patient:
11 Valeant’s Specialty Pharmacy Strategy Cuts Out the Wholesaler & Improves Patient Access Standard US Drug Supply Chain VRX’s Specialty Pharmacy Supply Chain
Source: Wall Street research.
(1): This is explicitly prohibited for patients seeking reimbursement from any federal or state health care programs.
Pharmaceutical
Company
Wholesale /
Distributor
Retail
Pharmacy
Patient /
Consumer
Employer Plan /
Health Insurer
Pharmacy Benefits
Manager (PBM)
Product
Payment
Claims Adjudication
Pharmaceutical
Company
Specialty
Pharmacy
Patient /
Consumer
Employer Plan /
Health Insurer
Pharmacy Benefits
Manager (PBM)
Co-Pay
Support(1)
Commercial
Agreement
Reimbursement Risk
Co-Pay
Support(1)
Page 13
Valeant and Philidor operate in a highly regulated industry
It is legal for a manufacturer to own a pharmacy and several have/do
While Valeant consolidates Philidor for accounting purposes, Valeant has
stated that they do not control Philidor
Philidor has been accused by a former contractor and debtor of illegal activity
Recent media reports indicate that Philidor may have engaged in fraudulent
activity
Effective October 29th, 2015, CVS Caremark, Express Scripts and
UnitedHealth/Optum announced the termination of their relationship with
Philidor, comprising the vast majority of the PBM market
Government inquiries into potential legal and regulatory violations in the
pharmaceutical industry are pervasive and highly fact specific
12
Valeant’s Use of Specialty Pharmacies (cont’d)
Regulatory Risk:
Page 14
Valeant and Philidor Rx: Corporate Timeline 2014 10-K: Valeant determines Philidor is a variable interest entity (“VIE”) and begins consolidating Philidor’s and its pharmacy network for accounting purposes 13
Source: Valeant public disclosure, Medicis public disclosure, various California state court proceedings between Isolani LLC, R&O Pharmacy, Russell Reitz and Valeant. (1): State of Delaware, Division of Corporations. File #: 5268955. (https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx)
(2): Based on a June 18, 2013 license application with the Pennsylvania State Board of Pharmacy. Other owners are believed to be: Matthew Davenport, David Wing, Edward
John Carne III, Gregory Blaszczynski, End Game Partnership LP, David Cowen, Elizabeth Kardos, Nick (Nicholas) Spuhler, David Ostrow, Jeffrey Gottesman, Gina Milner, Fabien
Forrester-Charles, Francis Jennings, Michael Ostrow, Paula and Timothy Schuler and Gretchen Sprigg Wisehart.
2014
2015
N
2012
2015 YTD: VRX’s specialty
pharmacy channel comprises 7.2%
of VRX’s sales; Philidor is 5.9%
Late 2013: Based on the success of the pilot
program, Valeant expands its relationship with
Philidor to include additional products and more
states. Valeant frequently discusses it’s
“alternative fulfillment” program in dermatology
but never explicitly mentions Philidor
Dec 2014: VRX pays $100mm (incl. additional earn-outs of
up to $133mm) for the right to acquire Philidor for $0 (incl.
certain governance rights). Philidor remains a separate
limited liability entity. KGA Fulfillment Services – a wholly-
owned subsidiary of VRX – owns the option to acquire
Philidor. Hogan Lovells advised VRX on the structure and
Philidor diligence
Dec YTD 2014: Philidor
contributes $111mm
(~1%) to VRX’s total sales
Jan 2013: VRX signs
a services agreement
with Philidor
Q4’2014: Philidor’s business
is growing rapidly; VRX
recognizes the strategic
nature of the Philidor
commercial arrangement
Legend
Valeant
Philidor Rx Services
Isolani LLC
R&O / Russell Reitz
Other
Dec 2012: VRX
acquires Medicis
Pharmaceutical Corp.
Jan 2, 2013: Philidor Rx Services LLC is created in Delaware;(1) Andy Davenport is believed to be the majority shareholder.(2) A common thread amongst owners appears to be a relationship to BQ6 Media Group – a pharmaceutical consultancy which lists VRX as a client (amongst many others) March 2012: Medicis launches their “Alternate Fulfillment Program” (prior to the acquisition of Medicis by Valeant). The pilot is focused on Solodyn and Ziana in select states. Some current Philidor employees previously consulted for Medicis 2013
Page 15
Philidor, R&O and Reitz: Timeline of Events 14
Source: CA licensing documents and court filings in Isolani/R&O litigations. (1) Valeant company presentation. October 26, 2015. Jan 2015 2014 Aug 2015 N Nov 2014: Isolani negotiates a purchase agreement to acquire R&O for $350,000. 10% of the consideration is paid upfront ahead of regulatory approvals. Isolani, R&O and Russell Reitz enter into a Management Services Agreement (the “MSA”) transferring control of R&O’s operations to Isolani – Reitz remains the “pharmacist-in-charge” Aug 2015: Valeant ceases shipments to R&O July 2012: R&O created as an LLC in California; receives CA license on July 11, 2013 Oct 6, 2015: R&O sues VRX, claiming Valeant and R&O are parties to a fraud perpetrated by Isolani / Philidor Sep 4, 2015: VRX provides written notice to R&O demanding payment for outstanding invoices Oct 2014: Isolani LLC is created for the purpose of acquiring ownership of R&O. Philidor holds an unexercised option to acquire Isolani. May 2015: Reitz withholds necessary regulatory sign-off needed to execute the purchase agreement. Reitz begins confiscating checks owed to R&O (and by derivation Isolani / Philidor) breaching the terms of the MSA Aug 31, 2015: Reitz’s lawyers notify Isolani of their decision to unilaterally terminate the purchase agreement / MSA, claiming improper use of R&O’s NCPDP number, amongst other allegations. Reit’z counsel notes his clients intention to “retain any and all funds in R&O’s possession” Sep 8, 2015: Isolani initiates litigation against Russell Reitz and R&O in the Superior Court of California for breach of contract; Isolani is seeking emergency relief to protect its funds Aug 2013: Philidor applies for a nonresident pharmacy license in California May 2014: California Board of Pharmacy rejects Philidor’s license application July 2014: California Board of Pharmacy acknowledges Philidor’s request for an appeal; refers the request to the state AG Jan 2, 2013: Philidor Rx Services LLC is created in Delaware 2012 Legend Valeant Philidor Rx Services Isolani LLC R&O / Russell Reitz Other 2015: R&O’s sales meaningfully accelerate as Valeant (via Philidor / Isolani) begins shipping to R&O.
From March 2015-July 2015, R&O made payments of $18.4 million directly to Valeant for Valeant products (75 shipments)(1) July 30, 2015: Isolani counsel demands payment of withheld checks and the resignation of Reitz as pharmacist-in-charge Oct 29, 2015: VRX files counterclaim, detailing Reitz’ knowledge of Valeant and Philidor
Page 16
R&O / Russell Reitz’s lawsuit against Valeant creates the impression that R&O was not aware of Valeant’s relationship with Philidor / Isolani
Recent Facts Discredit R&O’s Narrative 15 R&O Pharmacy LLC Complaint for Declaratory Judgment:
Page 17
Email correspondence from Russell Reitz confirms that Reitz was aware of both
Philidor and Valeant
Recent Facts Discredit R&O’s Narrative (cont’d)
16
Valeant’s Answer to Plaintiff Complaint for Declaratory Relief:
Page 18
Timeline of Disclosure Regarding Philidor / R&O 17
Source: Valeant SEC filings.
Oct
2015
N
2012
Legend
Valeant
Philidor Rx Services
Isolani LLC
R&O / Russell Reitz
Other
Oct 26, 2015: VRX’s Audit and Risk
Committee confirm VRX’s accounting
treatment of Philidor is appropriate
Oct 26, 2015: VRX announces the
formation of an ad-hoc board
committee to review VRX’s
relationship with Philidor
Sep 4, 2012: VRX
discusses for the first time
their newly acquired
“alternate fulfillment” / mail-
order strategy for
dermatology
Oct 20, 2014: Jefferies research
analyst David Steinberg asked
VRX on their Q3’2014 earnings call
for the ratio of Jublia scripts written
through VRX’s “specialty pharmacy
Philidor;” Pearson discloses that
their specialty pharmacy channel is
comprised of “multiple specialty
pharmacies” which collectively
contribute ~40% of Jublia’s volume
Oct 26, 2015: VRX releases its10-Q,
including more detail on Philidor;
Philidor accounts for 5.9% of Valeant
net revenue YTD
Dec 2012: VRX
completes the
acquisition of Medicis
Pharmaceutical Corp.
2012-2015: VRX discusses their evolving “alternate fulfillment”
strategy on 10 different occasions between 2012 and 2015
Oct 21, 2015: Short seller
Citron Research accuses
Valeant of engaging in
fraud by using “phantom
captive pharmacies” to
engage in channel stuffing
Oct 22 – Present:
Mainstream media begins to focus
on the relationship between
Valeant, Philidor, R&O, etc.
Negative details begin to emerge
on alleged Philidor business
practices
Oct 21, 2015: VRX issues a press
release in response to Citron’s report,
providing information on VRX’s
relationship with Philidor and R&O
Oct 26, 2015: VRX holds conference
call to address investor concerns;
certain questions remain unanswered
Oct 19, 2015: VRX discusses their
relationship and accounting practices
with respect to Philidor, the first time
VRX has discussed Philidor in detail
Oct 19, 2015: In advance of VRX’s
earnings, the Southern Investigative
Reporting Foundation publishes an
article describing Valeant’s specialty
pharmacy channel strategy, bringing
Philidor and R&O into the spotlight
Oct 14, 2015: A blogger
tweets: “Does the word
Philidor mean anything?”
Oct 22, 2015: A blogger
writes a post critical of
Valeant’s specialty
pharmacy strategy
Page 19
The healthcare industry is highly regulated
All participants – manufacturers of pharmaceuticals/biologics/medical devices,
doctors, pharmacies, hospitals, insurance companies – are subject to extensive
federal and state legal and regulatory requirements
These regulatory regimes are not always intuitive
Areas of inquiry have included:
Marketing practices (off-label marketing, unsubstantiated claims)
Manufacturing / product safety issues
Insurance fraud
Medicare fraud
Kickbacks
False claims
Misreporting of price information to CMS (Best Price requirements)
HIPAA/Patient privacy
Healthcare Regulatory and Legal Overview
Determination of compliance with the complex regulatory requirements is very
fact specific
18
Page 20
Source: Public Citizen, Pharmaceutical Industry Criminal and Civil Penalties: An Update. 10 Largest Settlements and Judgments (’91-July ‘12) Largest health care fraud settlement in history is $3bn Many large fines involve unlawful promotion of drugs and safety concerns Healthcare Regulatory Impact (cont’d.) 19
Page 21
Source: Public Citizen, Pharmaceutical Industry Criminal and Civil Penalties: An Update. TBD TBD TBD TBD TBD TBD TBD
Healthcare Regulatory Impact (cont’d.) Pharmaceutical Cos. – Aggregate Penalties (‘91-July ‘12) Many large pharmaceutical companies have received numerous fines over the decades, with total penalties in the billions Valeant is notably absent from this list 20
Page 22
21
Novartis paid kickbacks to specialty pharmacies to induce them to
recommend Novartis medications and increase sales of Novartis drugs
Novartis only contracted with pharmacies that represented that they
would be able to convert patients to Novartis drugs
The pharmacies actively tried to switch patients from competitor drugs to
Novartis drugs, and the payments they received from Novartis depended
on the success of these “conversion” efforts
One of the pharmacies gave biased advice to encourage the use of
Novartis drugs, and simultaneously understated serious, potentially life-
threatening, side effects, using talking points that were approved by
Novartis
“As alleged, using the lure of kickbacks disguised as rebates, Novartis co-opted the independence of certain pharmacists and turned them into salespeople for one of its drugs.”
- Manhattan U.S. Attorney Preet Bharara, April 23, 2013 Novartis: A Recent Case Study Allegations
Page 23
Oct 27 2015: announced an agreement in principle to settle the case for $390M; payment covers all claims related to five drugs 22
Source: Company filings, legal filings, news reports.
2014
2013
2015
N
2011
June 2015: Government
seeks $3.35bn in treble
damages and civil penalties
April 2013: DOJ intervened and
filed a Complaint-in-Intervention
July 2013: Novartis discloses
civil investigative demand (CID)
and related details in its quarterly
6K filing and states they are
cooperating with investigation
Nov 2011: qui tam /
whistleblower complaint
filed under seal by former
Novartis employee, initiating
an investigation by DOJ
April 2013: Novartis said in a
statement that it disputed the
government’s claim and would
defend itself
Jan 2014: Specialty pharmacy BioScrip
reached a settlement with the
Government; agreed to pay $15mm to
federal and state claimants, and to
cooperate in the prosecution of claims
against Novartis and admit numerous
facts regarding its relationship with
Novartis
May 2015: Specialty pharmacy
Accredo reached a settlement with
the Government; agreed to pay
$60mm to federal and state
claimants, and to cooperate in the
prosecution of claims against
Novartis and admit numerous facts
regarding its relationship with
Novartis
Jan 2014: DOJ filed Amended
Complaint-In-Intervention
August 2014: DOJ filed
Second Amended
Complaint-In-Intervention
Novartis: A Recent Case Study
Timeline of Events
Page 24
Manhattan U.S. Attorney Preet Bharara alleged that Novartis was a “repeat offender” as the Company was already under a 2010 CIA over kickback allegations Alleged misconduct took place over nearly a decade and involved dozens of specialty pharmacies 161k+ false claims alleged which covered $507.5mm of reimbursements by government healthcare programs Volume of claims resulted in $3.35bn in damages and civil fines sought Fraud created safety risk for patients At least one of the products in question was alleged to cause “serious, potentially life-threatening” side-effects and had a “black-box” warning Pharmacists masquerading as objective medical advisors assured patients that their side-effects would improve with no consideration for their actual medical circumstances Novartis: A Recent Case Study Key Considerations 23
Page 25
On Oct. 27, 2015, Novartis announced it has reached a settlement in
principle with the DOJ in the amount of $390 million
Novartis acknowledges the seriousness of the alleged conduct
Novartis states that they intend to continue to use the Specialty
Pharmacy channel
It is unclear if any new Corporate Integrity Agreement will be put in place,
but Novartis does not believe the settlement will impact their business
“Novartis said it cannot say much, but it does not expect any problems that
would relate to Entresto [newly launching product], nor does it expect any
significant impact on other businesses.”
- Bernstein, October 28, 2015 Novartis: A Recent Case Study Implications for Novartis 24
Page 26
25 Pershing Square’s Research At the time of Pershing Square’s investment in Valeant, Pershing Square was aware that Valeant had a Specialty Pharmacy strategy We believed this strategy was a small component of Valeant’s business By mid-2015, we became aware that Philidor was becoming a more significant part of Valeant’s business and in July we conducted due diligence on Philidor and the specialty pharmacy channel Our due diligence confirmed that specialty pharmacies offer many benefits to doctors, patients, and manufacturers and were playing an increasingly important role in the distribution of prescription drugs We believed Philidor’s business practices were similar to other specialty pharmacies We contacted Philidor and asked if the company was owned by Valeant; we were told “No.” Until last week, Pershing Square did not know that Valeant had acquired an undisclosed purchase option in December 2014
Page 27
26 Despite Improved Disclosure, Questions Remain 1. Why did Valeant not provide more disclosure about Philidor? Valeant’s answer: “We have viewed our relationship with Philidor and our other specialty pharmacies as proprietary and as one of our competitive advantages”(1) “Philidor was not specifically mentioned in our disclosures because it had not been material to the consolidated financial statements.”(2) 2. Why did Valeant structure the Philidor option with a $100mm premium and $0 strike price? Valeant’s answer: “Ultimately we determined that the structured option acquisition with the oversight rights we negotiated provided the security we were looking for and preserved the flexibility to acquire in the future a new growth platform.”(2) “The rationale to acquire the option was to keep Philidor focused on Valeant's business and to ensure continued strong customer service. The option also gave Valeant a level of contractual influence to benefit our business while providing an option on long-term ownership.” (2) 3. Did Philidor violate laws and regulations in the operation of its specialty pharmacy? Valeant’s board has formed an ad hoc committee to investigate Philidor’s compliance
On its October 26th conference call, Valeant management answered many important questions and disproved alleged accounting fraud, but did not adequately answer three important questions
(1): Valeant Q3 2015 earnings presentation. October 19, 2015. (2): Valeant investor conference call. October 26, 2015.
Page 28
27
The Path From Here
In the very near term, a decision to terminate the Philidor
relationship and develop new channel partners
Over the next several months, more negative press reports,
scrutiny from regulators and politicians
Completion of the ad hoc committee’s work
Over the next year, resilient operating performance from Valeant
In the next two to four years, completion of recently announced
investigations
We expect: We believe that with the passage of time Valeant’s share price will reflect the value of its franchises, its low-cost operating model, and its efficient capital allocation strategy
Page 29
What have investors forgotten?
Page 30
Valeant’s Franchises
Bausch & Lomb: 21% of sales(1)
Global portfolio of consumer, prescription and surgical products
Organic growth 11% 2014, 7% YTD 2015
Gastrointestinal: 19% of sales(2)
Acquired in April 2015; prescriptions for largest product grew 25% last quarter
Emerging Markets: 18% of sales(2)
Durable portfolio of branded generic products
US Dermatology Rx: 16% of sales(2)
One of the largest Dermatology Rx businesses in the United States
Benefitting from recent product launches – Jublia, Onexton, RAM .08%, Luzu
Neurology /Other: 15% of sales(2)
Older products, declining to ~10% of revenue in 2016
Valeant has built a diversified collection of platforms, including: 29
(1): Sales percentage from last reported public disclosure in Q2 2015, adjusted for estimated Salix inventory wholesaler reduction and Amoun acquisition. Excludes B&L emerging markets sales. (2): Sales percentages calculated from reported Q3 2015 sales and pro-forma estimated Salix inventory wholesaler reduction and Amoun acquisition.
Page 31
Recent Business Performance 30 Strong organic revenue growth: 15% organic revenue growth YTD; 13% in Q3 Growth has been driven by a mix of volume and price: In Q3 2015, volume increased ~8% and net realized price increased ~4% Strong revenue growth, cost management, and capital allocation have contributed to a significant increase in earnings expectations: Consensus 2016 EPS expectations as of January 2015: $11.47(1) Consensus 2016 EPS expectations as of October 2015: $16.15(2) (+~41%)
Valeant’s business has performed well in 2015
(1): Bloomberg January 5th, 2015. (2): Bloomberg October 29th, 2015.
Page 32
Valuation
31
Conservatively assuming all of Philidor’s sales were lost and not replaced
through another channel, the stock is still inexpensive
Assuming Valeant achieves “Floor” 2016 EBITDA guidance of $7.5bn, the
stock is inexpensive as a multiple of 2016 EPS
$7.5bn of EBITDA translates into ~$15.50 of Cash EPS(1)
At the Oct. 29 closing share price of $111.50, Valeant trades at ~7x this
estimate of 2016 Cash EPS
Eliminating Philidor’s earnings contribution would result in a reduction
of Valeant’s “floor” 2016 EBITDA to ~$7.0bn, or ~$14 of Cash EPS(2)
At the Oct. 29 closing share price of $111.50, Valeant trades at ~8x this
alternate estimate of 2016 Cash EPS
(1): Assumes $300mm depreciation and stock based compensation, 5% tax rate, 351mm shares, ~$1.5bn of interest expense. (2): Philidor EBITA contribution assumed to be 7%, equal to EBITA contributed in Q3 2015 per management presentation.
Page 33
Assumptions: $7.25bn of 2016 EBITDA (assumes ~50% of Philidor profit contribution is lost) 5% organic EBITDA CAGR 2016-2020 De-levers to 3x LTM EBITDA and 6% cost of debt 10% 2020 tax rate Use of excess cash flow to buyback stock at 15x LTM EPS Results: Valeant de-levers to ~3.5x LTM EBITDA by year end 2016 We anticipate Valeant will be an investment grade credit at these levels 2020 EPS of ~$22
Valuation – Conservative Long-Term Model
32
Conservatively assuming Valeant never makes another acquisition, has modest
organic growth and reduces leverage significantly, the stock is inexpensive
High return potential even using conservative modeling assumptions:
2020 EPS
22
$
22
$
22
$
Forward Multiple
12.0x
14.0x
16.0x
2019 Value (Year End)
$264
$308
$352
Discounted Present Value (@10%)
180
$
210
$
240
$
Return From Current Share Price ($111.50)
62%
89%
116%
Page 34
Valuation – Long-Term Model 33 Assumptions: $7.25bn of 2016 EBITDA (assumes ~50% of Philidor profit contribution is lost) 7.5% organic EBITDA CAGR 2016-2020 De-levers to 3.5x LTM EBITDA and 6% cost of debt 10% 2020 tax rate Use of excess cash flow to make acquisitions at 7x Pro-Forma EBITDA Maximum $10bn of acquisitions per year Remaining free cash flow, if any, used to buyback stock at 15x LTM EPS
Assuming Valeant de-levers and maintains 3.5 turns of leverage, allocates free
cash flow to acquisitions, and grows at a rate reflective of the strength of its
franchises, the stock is tremendously undervalued
High return potential :
2020 EPS
32
$
32
$
32
$
Forward Multiple
12.0x
14.0x
16.0x
2019 Value (Year End)
$384
$448
$512
Discounted Present Value (@10%)
262
$
306
$
350
$
Return From Current Share Price ($111.50)
135%
174%
214%
Page 35
The Philidor Scandal of 2015 Reminds Us of…
Page 36
The Great Salad Oil Scandal of 1963
AmEx was known for its highly profitable, growing businesses in credit cards
and travelers checks
AmEx had a healthy franchise which was growing robustly, with revenues and
operating income growing over the prior decade at 12% and 11% compound annual
growth rates, respectively
AmEx’s Warehousing Division, a relatively new business line, made loans to a
company called Allied Crude Vegetable Oil Refining Corp. run by con-man
Anthony “Tino” De Angelis
De Angelis had previously swindled the government under the National School
Lunch program, and went bankrupt
AmEx’s security was Allied’s inventory of soybean oil stored in large tanks,
valued at more than $150 million (~$1.2 billion in 2015 dollars). De Angelis’
claimed inventory exceeded the entire U.S. inventory of soybean oil as reported
by the Department of Agriculture
The tanks were filled with water topped off with a thin layer of oil. When plumbed
with a dip stick, the tanks appeared to be full of soybean oil
35
Page 37
The Great Salad Oil Scandal of 1963 (cont’d.)
Had AmEx done better due diligence, it would have never dealt with De Angelis
AmEx’s share price fell over 40%, eliminating ~$110 million in AmEx’s market
capitalization due to the perception that AmEx’s franchise was at risk
A 35-year-old hedge fund manager put 40% of his fund into AmEx . . .
“Every trust department in the United States panicked,” explained this 35-year-old
hedge fund manager, “the stock just poured out”
Although it wasn’t obvious to many at the time, the dislocation in the stock price due to the scandal provided a great buying opportunity. With the passage of time, the strength of AmEx’s business proved resilent “As described in other sections of this report, the extremely complex warehousing situation has not interfered with the continued growth and attainment of record highs in our main lines of business”
- American Express, 1964 Annual Report
36
Page 38
“A simple rule dictates my buying: Be fearful when others are greedy, and be greedy when others are fearful. And most certainly, fear is now widespread, gripping even seasoned investors.”(1)
- Warren E. Buffett
(1): Buffett, Warren. Buy American. I Am. The New York Times. Op-ed contribution. October 16, 2008.
Page 39
Pershing Square Capital Management, L.P. Q&A
Key Themes
- Volatility vs. Permanent Loss of Capital — the entire deck is framed as a distinction between price decline and business impairment; Ackman argued the collapse was a market overreaction, not a permanent impairment of value
- The Right CEO — the defense rests heavily on J. Michael Pearson's track record and Valeant's durable franchises, treating management quality as the bedrock of the investment case
- Capital Allocation Discipline — the valuation section emphasizes Valeant's ability to de-lever, buy back stock, and redeploy cash into high-return opportunities
- Inversion and Stress-Testing — Pershing Square attempted to model the worst case, including the complete loss of Philidor sales, and still concluded the stock was undervalued
- Wide Gap Valuation — multiple valuation cases, even under conservative assumptions, projected significant upside from the $111.50 price
Context & Significance
This webcast sits in the valley, the third act of Ackman's career, at the precise moment the Valeant thesis began to break. The mindset is defensive conviction under fire: every answer in the deck is internally consistent, every accusation has a rebuttal, and every valuation case points to the same conclusion — that the market has overreacted. What makes the document important is that it captures the logic of the position while the position was still held, before the 2016 board shakeup, the restatements, and the eventual exit in March 2017.
The honest retrospective is that the deck's errors were not in its arithmetic but in its premises. Pershing Square believed Valeant's specialty pharmacy channel was a small, containable part of the business; that Valeant's management had been transparent enough; and that the franchise value would overwhelm the regulatory and reputational damage. The deck acknowledges uncertainty — it lists unanswered questions about Philidor disclosure and flags the risk of more negative press — but it treats those uncertainties as surmountable rather than existential. The closing Buffett analogy reveals the mental model: a great business temporarily dislocated by scandal, offering a contrarian buying opportunity.
Read against the 2016 annual report and the eventual exit, the webcast is a case study in how a rigorous process can still arrive at the wrong conclusion when the facts it trusts are incomplete. The discipline of modeling worst cases did not fail; the discipline of asking whether the business itself was something other than what it appeared to be did. Ackman would later describe Valeant as "one very big mistake" and acknowledge that he had broken his own rules by investing in a company too complex to understand from the 10-K alone. At the time of this webcast, however, that admission was still months away — and the deck is the clearest record of the reasoning that delayed it.