XML 49 R30.htm IDEA: XBRL DOCUMENT v2.4.0.6
Business Combination (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2012
Dec. 31, 2011
Business Combinations [Abstract]    
Schedule of Calculation of Purchase Price and Preliminary Allocation of Purchase Price
The following table represents the allocation of the purchase price (dollars in thousands):

 
December 31,
2011
 
Adjustment
 
September 30,
2012
 
 
 
 
 
 
Goodwill
$
3,497,532

 
$
(25,625
)
 
$
3,471,907

Identifiable intangible assets
2,890,570

 

 
2,890,570

Tangible assets acquired and liabilities assumed:
 
 
 
 
 
   Accounts receivable
403,677

 

 
403,677

   Inventories
195,779

 
(1,151
)
 
194,628

   Other current assets
43,919

 

 
43,919

   Property, plant and equipment
554,065

 
42,920

 
596,985

   Other non-current assets
15,177

 

 
15,177

   Current liabilities
(328,000
)
 

 
(328,000
)
   Long-term debt and other non-current liabilities
(1,502,318
)
 

 
(1,502,318
)
   Noncurrent tax liabilities
(38,252
)
 

 
(38,252
)
   Net deferred tax liability
(1,258,675
)
 
(16,144
)
 
(1,274,819
)
         Total purchase price
$
4,473,474

 
$

 
$
4,473,474

The following tables represent the calculation of the total purchase price and the preliminary allocation of the purchase price (dollars in thousands):
 
December 31,
2011
Cash used to acquire equity
$
5,185,359

Cash and cash equivalents
(711,885
)
         Total purchase price
$
4,473,474

 
 
Goodwill
$
3,497,532

Identifiable intangible assets
2,890,570

Tangible assets acquired and liabilities assumed:
 
   Accounts receivable
403,677

   Inventories
195,779

   Other current assets
43,919

   Property, plant and equipment
554,065

   Other non-current assets
15,177

   Current liabilities
(328,000
)
   Long-term debt and other non-current liabilities
(1,502,318
)
   Noncurrent tax liabilities
(38,252
)
   Net deferred tax liability
(1,258,675
)
         Total purchase price
$
4,473,474

Pro Forma Condensed Consolidated Results of Operations  
The following table reflects the unaudited pro forma condensed consolidated results of operations, as though the Merger had occurred as of the beginning of the periods being presented (dollars in thousands):
 
Period from
January 1
through
November 3, 2011
 
Year Ended December 31,
2010
 
(unaudited)
 
(unaudited)
Pro forma revenue
$
1,503,412

 
$
1,743,440

Pro forma net loss
$
(60,822
)
 
$
(280,479
)
Business Acquisition, Source and Use of Funds  
The following sets forth the sources and uses of funds in connection with the Merger (dollars in thousands):

 
Amount
Source of funds:
 
   Borrowings under the senior secured credit facility
$
2,300,000

   Proceeds from the issuance of partners’ equity
1,714,398

   Gross proceeds from the sale of the second lien senior secured notes
1,750,000

   Gross proceeds from the sale of the senior unsecured notes
750,000

   Cash on hand
546,915

      Total
$
7,061,313

 
 
Use of funds:
 
   Purchase of KCI common stock and net settlement of options
$
5,185,359

   Repayment of debt under the previous senior credit facility
529,375

   Settlement of convertible debt and related note hedge and warrants
969,189

   Payment of debt issuance costs, discount and transaction costs (1)
377,390

      Total
$
7,061,313

_____________________
(1) Debt issuance costs have been deferred and will be amortized over the life of the debt instruments. Transaction costs are reported as a component of selling, general and administrative expenses in the consolidated statements of operations.