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Subsequent Events (Notes)
12 Months Ended
Dec. 31, 2017
Subsequent Event [Line Items]  
Subsequent Events [Text Block]
Subsequent Events

Acquisition of HIS

On February 3, 2017, we completed the acquisition of Pfizer's HIS business. The acquired HIS business includes IV pumps, solutions, and devices, that we believe when combined with our existing IV business, will create a leading pure-play infusion therapy business. We acquired HIS for consideration of $275 million in cash, which was financed with existing cash balances and a three-year interest-only seller note of $75 million and 3.2 million shares of our common stock. Additionally, Pfizer also may be entitled up to an additional $225 million based on achievement of performance targets for the combined company for the three years ending December 31, 2019 ("Earnout Period"). In the event that the sum of our Adjusted EBITDA (as defined by the Purchase Agreement) for each of the three years in the Earnout Period (the "Cumulative Adjusted EBITDA") is equal to or exceeds approximately $1.0 billion ("the "Earnout Target"), then Pfizer will be entitled to receive the full amount of the earnout. In the event that the Cumulative Adjusted EBITDA is equal to or greater than 85% of the Earnout Target (but less than the Earnout Target), Pfizer will be entitled to receive the corresponding percentage of the earnout. In the event that the Cumulative Adjusted EBITDA is less than 85% of the Earnout Target, then no earnout amount will be earned by Pfizer. The aggregate purchase consideration is subject to certain adjustments, based on working capital, cash and indebtedness of the HIS business at closing.

We expect to account for the HIS acquisition as a business combination, however we have not completed the purchase accounting. We are unable to provide preliminary estimates of asset and liability values as as we have not received a preliminary closing balance sheet and the valuation of the assets acquired and liabilities assumed is in progress. We plan to file the required historical financial statements and the required pro forma financial statements of the combined results of ICU and HIS in a Form 8-K/A to amend the Current Report on Form 8-K filed on February 9, 2017 by April 21, 2017.

Planned Restructuring

We intend to reduce our workforce in order to optimize our business operations in alignment with current and future market opportunities and to remove duplicative activities created as a result of the acquisition of HIS.

In connection with the restructuring, we estimate that we will incur total charges of approximately $3.8 million to $4.2 million, which will be recorded in the first half of 2017. These charges primarily consist of severance and other benefits to terminated employees, most of which are expected to be paid out by the end of the third quarter of 2017.