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| 1 | AMEDISYS INC | 3. ACQUISITIONS Each of the following acquisitions was completed in order to pursue our strategy of increasing our market presence by expanding our service base and enhancing our position in certain geographic areas as a leading provider of home health and hospice services. The purchase price paid for each acquisition was negotiated through arm’s length transactions, with consideration based on our analysis of, among other things, comparable acquisitions and expected cash flows for each transaction. Each of the following acquisitions was accounted for as a purchase and is included in our condensed consolidated financial statements from the respective acquisition date. Goodwill generated from the acquisitions was recognized for the excess of the purchase price over tangible and identifiable intangible assets because of the expected contributions of each acquisition to our overall corporate strategy.
Summary of 2009 Acquisitions The following table presents details of our acquisitions (dollars in millions):
2008 TLC Health Care Services, Inc. (“TLC”) Acquisition During the three-month period ended March 31, 2009, the remaining $12.8 million of the purchase price that was in escrow in connection with the TLC acquisition for indemnification and working capital price adjustments was released and paid to the selling stockholders under the indemnification provisions of the TLC acquisition agreement. Additionally, we finalized our purchase accounting for the TLC acquisition during the three-month period ended March 31, 2009. The following table summarizes, as of March 31, 2009, the estimated fair values of the TLC assets acquired and liabilities assumed on March 26, 2008 (amounts in millions):
Our purchase price finalization included decreasing goodwill by $5.5 million primarily as the net result of allocating an additional $7.5 million to the estimated fair value assigned to Medicare licenses acquired and a $2.9 million reduction in the estimated fair value of the deferred tax liability assumed. See Note 2 of the financial statements included in our Form 10-K for additional details on our 2008 acquisitions. |
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| 2 | CIGNA Corporation | Note 3 — Acquisitions and Dispositions The results of Great-West Healthcare are included in the Company’s Consolidated Financial Statements from the date of acquisition.
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| 3 | CITRIX SYSTEMS INC | 4. ACQUISITIONS 2008 Acquisition In October 2008, the Company acquired all of the issued and outstanding securities of Vapps, Inc. (“Vapps”), a privately held Delaware corporation headquartered in Hoboken, New Jersey. Vapps offers high quality audio conferencing solutions to small and medium sized businesses and enterprise and service provider markets that complement the Company’s online services products. The total consideration for this transaction was approximately $26.6 million in cash, including $1.0 million in transaction costs. In addition, if certain financial and operational milestones are achieved by the Vapps business, contingent consideration of up to approximately $4.4 million may be earned. The sources of funds for this transaction consisted of available cash and investments. In addition, the Company assumed approximately 0.1 million unvested stock options upon the closing of the transaction. Revenues from Vapps are included in the Company’s Online Services revenue. The Vapps’ results of operations have been included in the Company’s consolidated results of operations beginning after the date of its acquisition. In connection with the acquisition of Vapps, the Company allocated $19.5 million to goodwill, $8.2 million to product related technologies and $2.6 million to other intangible assets. The goodwill related to the acquisition of Vapps was assigned to the Company’s Online Services segment and is not deductible for tax purposes. See Note 9 for segment information. Purchase Accounting for Acquisitions The fair values used in determining the purchase price allocation for certain intangible assets for the Company’s acquisition was based on estimated discounted future cash flows, royalty rates and historical data, among other information. Purchased in-process research and development (“IPR&D”) of $1.1 million was expensed immediately upon the closing of the acquisition of Vapps because it pertained to technology that was not currently technologically feasible, meaning it had not reached the working model stage, did not contain all of the major functions planned for the product, was not ready for initial customer testing and had no alternative future use. The fair value assigned to IPR&D was determined using the income approach, which includes estimating the revenue and expenses associated with a project’s sales cycle and by estimating the amount of after-tax cash flows attributable to the projects. The future cash flows were discounted to present value utilizing an appropriate risk-adjusted rate of return, which ranged from 21% to 25%. The rate of return determination included a factor that takes into account the uncertainty surrounding the successful development of the IPR&D.
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| 4 | EXPRESS SCRIPTS INC |
Note 3 — Acquisition
On April 9, 2009, we entered into a Stock and Interest Purchase Agreement (the “Acquisition
Agreement”) with WellPoint, Inc., an Indiana corporation (“WellPoint”). The Acquisition Agreement
provides that, upon the terms and subject to the conditions set forth in the Acquisition Agreement,
we will purchase all of the shares and equity interests of three WellPoint subsidiaries, NextRx,
Inc., NextRx Services, Inc., and NextRx, LLC (collectively, “NextRx”), that provide pharmacy
benefit management services (the “PBM Business”), in exchange for total consideration of $4.675
billion. We may, in our discretion, deliver up to $1.4 billion of the purchase price in the form
of common stock (valued based on average closing price over the 60 days preceding the closing of
the acquisition) in lieu of cash, although we do not currently intend to do so. Additionally, the
parties have agreed to make an election under Section 338(h)(10) of the Internal Revenue Code with
respect to the transaction which results in any goodwill generated being tax deductible over 15
years. We estimate the value of such election to us to be between $800 million and $1.2 billion
dependent upon the discount factor and tax rate assumed. At the closing of the acquisition, we
will begin integrating NextRx’s PBM clients into our existing systems and operations. We will also
enter into a 10-year contract with WellPoint under which we will provide pharmacy benefits
management services to WellPoint and its designated affiliates (the “PBM Agreement”). This
contract is renewable upon agreement of both parties. We anticipate that the transaction will
close in the fourth quarter of 2009 subject to certain closing conditions. We intend to use the
net proceeds from recent debt and equity offerings to finance a portion of the $4.675 billion
purchase price for the acquisition (see Note 6 and Note 7).
Our obligation to consummate the acquisition is subject to certain additional conditions,
including (i) the receipt of all necessary government approvals (except for those which would not
be material to NextRx as a whole) and the receipt of any state insurance law approvals; and (ii)
the completion of certain transition and integration projects to our reasonable satisfaction (this
condition will be deemed to be satisfied from and after December 31, 2009). WellPoint’s obligation
to consummate the acquisition is subject to certain other conditions, including the receipt of all
necessary government consents and approvals (except for those which would not materially affect
WellPoint’s non-PBM business) without the imposition of a burdensome term or condition on
WellPoint’s post-closing operations. The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act in connection with the acquisition expired on May 27, 2009.
On July 22, 2008, we completed the acquisition of the Pharmacy Services Division of MSC —
Medical Services Company (“MSC”), a privately held PBM, for a purchase price of $251.0 million,
which includes a purchase price adjustment for working capital and transaction costs. MSC is a
leader in providing PBM services to clients providing workers’ compensation benefits. The purchase
price was funded through internally generated cash and temporary borrowings under the revolving credit facility. This acquisition is reported as
part of our PBM segment.
The purchase price was allocated based upon the estimated fair value of net assets acquired at
the date of the acquisition. A portion of the excess of purchase price over tangible net assets
acquired was allocated to intangible assets, consisting of customer relationships in the amount of
$28.9 million and internally developed software in the amount of $1.2 million, which are being
amortized using a straight-line method over estimated useful lives of fifteen years and five years,
respectively. The acquired customer relationships and internally developed software are included
in other intangibles, net and property and equipment, net, respectively, in the unaudited
consolidated balance sheet. In addition, the excess of purchase price over tangible net assets and
identified intangible assets acquired was allocated to goodwill in the amount of $194.8 million.
Goodwill is not deductible for tax purposes.
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| 5 | Ingersoll-Rand plc | Note 4 – Acquisition of Trane Inc. At the close of business on June 5, 2008 (the Acquisition Date), the Company completed its acquisition of 100% of the outstanding common shares of Trane. Trane, formerly American Standard Companies Inc., provides systems and services that enhance the quality and comfort of the air in homes and buildings around the world. Trane’s systems and services have leading positions in premium commercial, residential, institutional and industrial markets, a reputation for reliability, high quality and product innovation and a powerful distribution network. The Company paid a combination of (i) 0.23 of an IR-Limited Class A common share and (ii) $36.50 in cash, without interest, for each outstanding share of Trane common stock. The total cost of the acquisition was approximately $9.6 billion, including change in control payments and direct costs of the transaction. The Company financed the cash portion of the acquisition with a combination of cash on hand, commercial paper and a 364-day senior unsecured bridge loan facility. The components of the purchase price were as follows:
The Company allocated the purchase price of Trane to the estimated fair value of assets acquired and liabilities assumed upon acquisition in accordance with SFAS No. 141, “Business Combinations” (SFAS No. 141). The following table summarizes the fair values of the Trane assets acquired and liabilities assumed at the Acquisition Date.
The following unaudited pro forma information for the nine months ended September 30, 2008 assumes the acquisition of Trane occurred as of the beginning of the period presented:
The unaudited pro forma financial information for the nine months ended September 30, 2008 includes $10.7 million of additional non-recurring purchase accounting charges associated with the fair value allocation of purchase price to backlog, inventory and in-process research and development costs.
In addition, for the nine months ended September 30, 2008, the Company included $104.8 million as an increase to interest expense associated with the borrowings to fund (a) the cash portion of the purchase price and (b) the out-of-pocket transaction costs associated with the acquisition. The unaudited pro forma information does not purport to be indicative of the results that actually would have been achieved had the operations been combined during the period presented, nor is it intended to be a projection of future results or trends. |
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| 6 | MDU RESOURCES GROUP INC | 16. Acquisitions
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| 7 | NEWMONT MINING CORP /DE/ |
NOTE 14 ACQUISITIONS
On June 25, 2009, the Company completed the acquisition of the remaining 33.33% interest in
Boddington from AngloGold Ashanti Australia Limited (“AngloGold”). The valuation date for the
transaction is January 1, 2009, and closing adjustments were made to reflect Newmont’s economic
ownership from that date. Consideration for the acquisition consists of $750 less an $8 closing
adjustment paid in cash at closing, $240 payable in cash and/or Newmont common stock, at the
Company’s option, by December 2009, and a contingent royalty capped at $100, equal to 50% of the
average realized operating margin (Revenue less Costs applicable to sales on a by-product basis),
if any, exceeding $600 per ounce, payable quarterly on one-third of gold sales from Boddington.
The following table summarizes the consideration to acquire the remaining interest in
Boddington:
The Company estimates that the fair value of the contingent consideration is
approximately $62, and recognized this as part of the purchase price at the acquisition date.
Amounts are payable under the contingent royalty beginning in the second quarter of 2010. The range
of undiscounted amounts the Company could pay is between $0 and $100. The fair value of the
contingent royalty recognized was estimated by applying the income approach. See Note 15 for a
description of the key inputs used in deriving fair value.
In connection with the acquisition, Newmont incurred transaction costs of $67 (shown in Note
4, Other expense, net), including Australian stamp duties. $14 of these costs were paid at
September 30, 2009. Additionally, in June 2009, Newmont paid $182 to reimburse AngloGold for its
share of capital and other project expenditures from January 1, 2009 to June 25, 2009. The
reimbursement of capital expenditures is included in Property, plant and mine development, net, and
as Additions to property, plant and mine development on the cash flow statement.
The purchase price allocation based on the estimated fair values of assets acquired and
liabilities assumed is as follows:
In the first quarter of 2009, La Herradura (of which Newmont owns 44%) purchased a mining
property near its Mexico operation for cash consideration of $11 (Newmont’s 44% share).
The pro forma impact of all 2009 acquisitions on Net Income was not material.
In December 2007, the Company purchased approximately 70% of the common shares of Miramar
Mining Corporation (“Miramar”), which, in addition to the shares previously owned, brought the
Company’s interest in Miramar to approximately 78%. During the first quarter of 2008, the Company
completed the acquisition of 100% of Miramar.
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| 8 | PITNEY BOWES INC /DE/ | 5. Acquisitions
There were no acquisitions during the nine months ended September 30, 2009.
The pro forma earnings results of these acquisitions were not material to net income or earnings per share. The pro forma consolidated results do not purport to be indicative of actual results that would have occurred had the acquisitions been completed on January 1, 2009 and 2008, nor do they purport to be indicative of the results that will be obtained in the future. |
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| 9 | PRECISION CASTPARTS CORP |
Fiscal 2009 In the third quarter of fiscal 2009, we acquired three entities for a total cost of approximately $469.4 million, which was primarily paid in cash. These transactions resulted in $303.3 million of goodwill (of which $217.9 million is deductible for tax purposes) and $59.9 million of other intangible assets, including tradenames with indefinite lives valued at approximately $34.7 million. The impact of these acquisitions was not material to our consolidated results of operations; consequently, pro forma information has not been included. The following is a description of the three acquisitions. On December 4, 2008, we acquired Hackney Ladish Holding Corp. (“Hackney Ladish”), a leading producer of forged pipe fittings for critical energy infrastructure and related applications. With more than 80 years of experience manufacturing pipe fittings, Hackney Ladish offers the widest range of product types and sizes in the industry. Fittings are used in piping systems throughout the energy value chain, from drilling through processing and storage. Hackney Ladish’s products connect pipe, change the direction of flow, increase or reduce pipe sizes, join or separate flow, or cap pipe ends. This acquisition extends our reach into oil and gas markets and provides profitable growth opportunities for our seamless pipe and nickel-alloy tubing operations. Hackney Ladish operates manufacturing facilities in Russellville, Arkansas and Enid, Oklahoma. The Hackney Ladish acquisition is a stock purchase for tax purposes and operates as part of the Forged Products segment.
On November 21, 2008, we acquired Fatigue Technology, Inc. (“FTI”), headquartered in Seattle, Washington. FTI pioneered the cold expansion process in 1969 and is the technology leader in fatigue life extension for both metal and composite airframe fastener holes. FTI has taken this foundation of creating a residual stress field around a cold-worked hole to develop innovative solutions that significantly reduce manufacturing and maintenance flow-time and costs. The resulting components are easier and faster to install, and the methods of aircraft assembly are enhanced. This acquisition continues our strategy of expanding into additional critical aerospace fastener products, thus offering our customers a wider selection of fasteners to meet all of their requirements. The FTI acquisition is an asset purchase for tax purposes and operates as part of the Fastener Products segment. On September 30, 2008, we acquired Airdrome Holdings, LLC (“Airdrome”), which consists of Airdrome Precision Components (“APC”) and AF Aerospace Ltd. (“AFA”). APC, located in Long Beach, California, is a leading supplier of hydraulic and pneumatic fluid fittings primarily for airframe applications. AFA, located in Rugby, England, manufactures a variety of machined components for aerospace applications, including fittings and other fluid conveyance products, ultra-high tensile bolts, and machined details. Fluid fittings, manufactured in nickel, titanium, and stainless steel alloys, are the critical connectors for hoses transporting fuel, hydraulic fluid, and pneumatic pressure throughout an aircraft. This acquisition also fits our strategy of enhancing our critical aerospace fastener family of products to serve our customers better. The Airdrome acquisition is an asset purchase for tax purposes and operates as part of the Fastener Products segment.
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| 10 | QUANTA SERVICES INC |
In July 2009, Quanta completed two acquisitions of specialty
contractors with operations in the electric power, natural gas
and telecommunications industries with a combined purchase price
of approximately $22.3 million, consisting of approximately
$14.8 million in cash and 372,183 shares of Quanta
common stock valued at approximately $7.5 million at the
date of acquisition on a discounted basis as a result of the
restricted nature of the shares. These acquisitions enhance
Quanta’s electric power, natural gas and pipeline and
telecommunications capabilities throughout the Pacific Region
and Western Canada. The estimated fair value of the tangible
assets was $6.1 million and consisted of current assets of
$4.4 million and property and equipment of
$1.7 million. Net tangible assets acquired were
$3.9 million after considering the assumed liabilities of
$2.2 million. Quanta also recorded intangible assets in the
amount of $5.6 million, consisting of customer
relationships, backlog and non-compete agreements. The
consideration transferred in excess of the net tangible assets
acquired was recorded as goodwill in the amount of
$12.8 million. These allocations are based on the
significant use of estimates and on information that was
available to management at the time these interim condensed
consolidated financial statements were prepared.
Price
Gregory Acquisition
On October 1, 2009, Quanta acquired Price Gregory through
the acquisition of all of the outstanding stock of Price
Gregory. In connection with the Merger, Quanta issued
approximately 10.9 million shares of Quanta common stock
valued at approximately $231.8 million and paid
approximately $95.8 million in cash to the stockholders of
Price Gregory. Price Gregory provides natural gas and oil
transmission pipeline infrastructure services in North America
and expands Quanta’s service capabilities in this market.
Due to the recent closing of the Merger, financial information
related to Price Gregory, including Quanta’s pro forma
results as a result of the Merger, have not yet been completed.
Since the acquisition closed subsequent to September 30,
2009, the accompanying condensed consolidated financial
statements do not reflect any adjustments related to the Merger,
although expenses related to the Merger of approximately
$1.3 million are included in selling, general and
administrative expense for the three and nine months ended
September 30, 2009.
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| 11 | TEREX CORP |
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| 12 | UNITED STATES STEEL CORP |
Non-controlling interests of Clairton 1314B Partnership, L.P. On October 31, 2008, U. S. Steel acquired the interests in the Clairton 1314B Partnership, L.P. (1314B) held by unrelated parties for $104 million and 1314B was terminated. The acquisition was accounted for in accordance with FAS No. 141, “Business Combinations” (FAS 141). U. S. Steel accounted for the purchase price of this acquisition, in excess of the acquired noncontrolling interest, using step acquisition accounting. This resulted in a partial step-up in the book value of property, plant and equipment of $73 million, which will be depreciated over 15 years. Pickle Lines On August 29, 2008, U. S. Steel Canada Inc. (USSC) paid C$38 million (approximately $36 million) to acquire three pickle lines in Nanticoke, Ontario, Canada. The acquisition of the pickle lines strengthened USSC’s position as a premier supplier of flat-rolled steel products to the North American market. The acquisition has been accounted for in accordance with FAS 141. The purchase price has been allocated to the acquired property, plant and equipment.
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| 13 | V F CORP | Note C – Acquisition
On March 11, 2009, VF completed the acquisition of Mo Industries Holdings, Inc. ("Mo Industries"), owner of the SplendidÒ and Ella MossÒ brands of premium sportswear marketed to upscale department and specialty stores. This transaction resulted in VF acquiring the remaining two-thirds equity of Mo Industries for a purchase price of $160.8 million (consisting of $156.1 million of cash and $4.7 million of notes) and payment of $52.3 million of debt. In June 2008, VF had acquired one-third of the outstanding equity of Mo Industries for $77.4 million. The agreement included put/call rights to acquire the remaining equity during the first half of 2009 at a price based on the acquired company’s earnings. The initial investment was recorded in Other Assets and was accounted for using the equity method of accounting. The carrying value of the investment was $80.5 million at the time of the March 2009 acquisition, consisting of the initial cost of the investment, plus the equity in net income of the investment to the date of acquisition. In accordance with authoritative guidance, VF recognized a gain in the first quarter of $0.3 million from remeasuring its one-third interest in Mo Industries to fair value. The gain was included in Miscellaneous Income in VF’s Consolidated Statement of Income. Mo Industries is being reported as part of the Contemporary Brands Coalition.
The following table summarizes the amounts of tangible and intangible assets acquired and liabilities assumed (including the fair value of the prior one-third equity investment) that were recognized at the date of acquisition:
Acquired intangible assets consisted of trademarks and customer relationships. Management believes the SplendidÒ and Ella MossÒ trademarks have indefinite lives. Customer relationship intangible assets are being amortized using an accelerated method over their 18 year useful life. Factors that contributed to the recognition of Goodwill included (i) expected growth rates and profitability of the acquired business, (ii) the ability to expand the brands within their markets and to new markets, (iii) an experienced workforce, (iv) VF’s strategies for growth in sales, income and cash flows and (v) expected synergies with existing VF business units. None of the Goodwill is expected to be deductible for income tax purposes.
Amounts of Mo Industries’ revenues and pretax earnings included in VF’s Consolidated Statements of Income for the third quarter were $20.0 million and $4.2 million and since the date of acquisition were $41.7 million and $8.5 million, respectively. Pro forma operating results for periods prior to the acquisition date are not provided because the acquisition was not material to VF’s results of operations. Acquisition expenses included in VF’s results of operations were not significant. |
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| 14 | Vulcan Materials CO |
The purchase price allocations for these 2009 acquisitions are preliminary and subject to adjustment. |
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| 15 | WINDSTREAM CORP | 14. Pending Transactions: On May 10, 2009 the Company entered into a definitive agreement to acquire all of the outstanding shares of common stock of D&E in a transaction valued at approximately $350.0 million as of September 30, 2009. Under the terms of the agreement, D&E shareholders will receive 0.650 shares of Windstream common stock and $5.00 in cash per each share of D&E common stock. As of September 30, 2009, D&E had outstanding approximately 14.4 million shares of common stock and approximately $180.8 million of long-term debt, including current maturities. Including the early extinguishment of debt, cash consideration to be paid at closing was estimated to be approximately $256.0 million as of September 30, 2009. The acquisition of D&E will significantly increase Windstream’s presence in Pennsylvania. As of September 30, 2009, D&E had approximately 114,000 incumbent local exchange carrier (“ILEC”) access lines, 47,000 competitive local exchange carrier access lines and 46,000 high-speed Internet customers in central Pennsylvania. In addition, we expect this acquisition to generate significant opportunities for operating efficiencies with contiguous Windstream markets. The acquisition is expected to close on November 10, 2009.
On September 8, 2009 the Company entered into a definitive agreement to acquire Lexcom based in Lexington, North Carolina, for approximately $141.0 million in cash, net of working capital to be acquired. The acquisition will increase Windstream’s presence in North Carolina. As of September 30, 2009, Lexcom had approximately 23,000 ILEC access lines, 9,000 high-speed Internet customers and 12,000 cable television customers in North Carolina. In addition, we expect this acquisition to generate opportunities for operating efficiencies with contiguous Windstream markets. The acquisition has received Lexcom shareholder approval and is expected to close in the fourth quarter of 2009, subject to certain conditions including the necessary approvals from federal regulators. |
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| 16 | XEROX CORP | Note 4 – Acquisitions In September 2009, we entered into a definitive agreement to acquire Affiliated Computer Services (“ACS”) in a cash and stock transaction. Upon completion of the acquisition, each outstanding share of ACS common stock will be converted into the right to receive a combination of 4.935 shares of Xerox common stock and $18.60 in cash for a combined value of $57.09 per share, or approximately $6.1 billion; based on the closing price of Xerox common stock of $7.80 on October 19, 2009. We will also assume ACS’s debt, which was $2.3 billion as of September 30, 2009, and issue convertible preferred stock with a liquidation value of $300 to ACS’s Class B shareholder. The cash portion of the acquisition, as well as the repayment of approximately $1.8 billion of ACS’s assumed debt is expected to be funded through a combination of cash-on-hand, borrowing under our existing Credit Facility and the issuance of senior notes in the capital markets. In October 2009, we completed a successful syndication of a $3.0 billion interim Bridge Loan Facility with commitments from several banks that may be used for funding in the event the transaction closes prior to obtaining permanent financing in the capital markets. The Bridge Loan Facility will mature on the first anniversary of the closing date of the ACS acquisition, subject to two extensions: 1) for up to $1.5 billion to the second anniversary of the closing date, and 2) for up to $750 to the third anniversary of the closing date. Debt issuance costs for the Bridge Loan Facility are expected to be approximately $60 and will be amortized over the term of the Bridge Loan Facility. If it becomes probable that the bridge financing (or portions thereof) will not be used prior to the commitment expiration date (e.g., permanent financing is secured), the remaining unamortized portion of the commitment fee (or portions thereof) at the date of permanent financing will be immediately recognized through earnings as other expense. ACS is a provider of business process outsourcing (“BPO”) and information technology (“IT”) services and solutions to commercial and government clients worldwide. ACS delivers a full range of BPO and IT services, as well as end-to-end solutions to the public and private sectors and supports a variety of industries including education, energy, financial, government, healthcare, retail and transportation. ACS’s revenues for the fiscal year ended June 30, 2009 were $6.5 billion, and they employed 74,000 people and operated in over 100 countries. The purchase price is expected to be primarily allocated to intangible assets and goodwill based on third-party valuations and management’s estimates. The acquisition of ACS is expected to close in the first quarter of 2010, subject to shareholder and regulatory approvals, the satisfaction of certain conditions related to the debt financing for the transaction and other usual and customary closing conditions. In February 2009, Global Imaging Systems, Inc. (“GIS”) acquired ComDoc, Inc. (“ComDoc”) for approximately $145 in cash. ComDoc is one of the larger independent office technology dealers in the U.S. and expands GIS’s coverage in Ohio, Pennsylvania, New York and West Virginia. This acquisition continues GIS’s expansion of a national network of office technology suppliers to serve its growing base of small and mid-size businesses. The operating results of ComDoc are not material to our financial statements and are included within our Office segment from the date of acquisition. The purchase price was primarily allocated to intangible assets and goodwill based on third-party valuations and management’s estimates. |
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