Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2020

2020 Acquisitions

On February 18, 2020, we acquired IWG High Performance Conductors, Inc. (HPC), a privately-held original equipment manufacturer of minimally invasive medical products and high performance conductors, for an initial purchase price of $260.0 million. The acquisition complements our OEM product portfolio. For the year ended December 31, 2020, we recorded post acquisition revenue and an operating loss of $27.1 million and $0.2 million, respectively, related to HPC within our OEM operating segment. Goodwill arising from the HPC acquisition is not tax deductible and represents costs synergies, revenue growth attributable to anticipated increased market penetration from acquired products and the establishment of new customer relationships.

On December 28, 2020, we acquired Z-Medica, LLC ("Z-Medica"), a privately held medical device company that manufactures and sells hemostatic (hemorrhage control) products, marketed under the QuikClot, Combat Gauze and QuickClot Control+ brand names, to complement our anesthesia product portfolio. The acquisition included an initial cash purchase price of $500.0 million, with the potential to make an additional payment up to $25 million upon the achievement of certain commercial milestones. See Note 12 for additional information related to the fair value measurement of the contingent consideration. The goodwill arising from the Z-Medica acquisition is not tax deductible and primarily represents synergies currently expected to be realized from the integration of the Z-Medica business in addition to the benefit we expect to realize from the establishment of new customer relationships and the development of technology resulting from the operation of the Z-Medica business.

For the year ended December 31, 2020, the Company incurred $6.6 million in transaction expenses associated with the HPC and Z-Medica acquisitions, which are included in selling, general and administrative expenses in the consolidated statement of income.

The following table presents the fair value of the acquired assets and liabilities assumed with respect to each acquisition:


	HPC		Z-Medica
Assets
Current assets	$	10,785	$	16,649
Property, plant and equipment	10,457		4,492
Intangible assets	179,000		332,000
Goodwill	107,127		187,939
Other assets	270		153
Total assets acquired	307,639		541,233
Less:
Current liabilities	1,568		5,068
Deferred tax liabilities	43,449		35,225
Noncurrent liability for uncertain tax positions	1,945		—
Other liabilities	—		91
Liabilities assumed	46,962		40,384
Net assets acquired	$	260,677	$	500,849

We are continuing to evaluate the fair value of the acquired assets and liabilities assumed in connection with the Z-Medica acquisition and further adjustments may be necessary during the measurement period.

The following table sets forth the components of identifiable intangible assets acquired and the ranges of the useful lives as of the date of each acquisition:


	HPC			Z-Medica
	Fair value		Useful life (years)	Fair value		Useful life (years)
Intellectual property	$	40,000	20	$	86,500	13 - 16
Trade names	—		—	47,500		25
Customer relationships	139,000		20	198,000		26

Pro forma information for the acquisitions completed in 2020 is not presented as the operations of the acquired businesses are not deemed to be significant to our overall operations.

2019 Divestiture

On February 4, 2019, we sold substantially all of the assets related to our vein catheter reprocessing business for $12.6 million. We recognized a $2.7 million pre-tax gain on the sale of assets, which represents the excess of the $9.7 million fair value of consideration received over the carrying value of the assets sold. In connection with the sale, the purchaser of the assets issued a secured promissory note to us in the principal amount of $10.5 million. The purchaser's obligations under the notes are secured by a lien on substantially all of the purchaser's assets. The purchaser is obligated to repay the principal amount of the promissory note in annual installments of $2.1 million on each of the first five anniversaries of the date of sale. On the date of sale, the fair value of the promissory note was $7.6 million, which we calculated by applying a discount rate determined after taking into account the creditworthiness of the purchaser. As of December 31, 2020, we had $5.6 million in receivables related to the promissory note, of which $4.7 million and $0.9 million are included in accounts receivable, net and other assets, respectively, within the consolidated balance sheet.