LabCorp 2014 Annual Report Download - page 93

F-14
with early adoption permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial
statements.
2. BUSINESS ACQUISITIONS
On November 20, 2014, the Company completed its acquisition of LipoScience, Inc. ("LipoScience"), a provider of specialized
cardiovascular diagnostic laboratory tests based on nuclear magnetic resonance (NMR) technology, for a purchase price of $5.25
per share or a transaction value of $67.9 (net of cash acquired).
The LipoScience purchase consideration has been allocated to the estimated fair market value of the net assets acquired,
including approximately $27.2 in identifiable intangible assets (primarily non-tax deductible customer relationships, technology
and trade names and trademarks) with weighted-average useful lives of approximately 19.5 years; $9.4 in deferred tax liabilities
(relating to identifiable intangible assets); and a residual amount of non-tax deductible goodwill of approximately $17.4.
During the year ended December 31, 2014, the Company also acquired various other laboratories and related assets for
approximately $91.5 in cash (net of cash acquired). These acquisitions were made primarily to extend the Company's geographic
reach in important market areas and/or enhance the Company's scientific differentiation and esoteric testing capabilities. The
purchase consideration for these acquisitions has been allocated to the estimated fair market value of the net assets acquired,
including approximately $22.0 in identifiable intangible assets (primarily customer relationships and non-compete agreements)
and a residual amount of goodwill of approximately $63.4.
On November 2, 2014, the Company entered into a definitive merger agreement (“Merger Agreement”) to acquire Covance
Inc. (“Covance”), a leading drug development services company and a leader in nutritional analysis, for approximately $6,200.0
(the “Acquisition”). The transaction closed on February 19, 2015. Covance stockholders received $75.76 in cash and 0.2686
shares of the Company's common stock for each share of Covance common stock they owned immediately prior to consummation
of the acquisition. Former Covance stockholders own approximately 15.5% of the outstanding shares of the Company's stock
following consummation of the transaction.
In connection with entering into the Merger Agreement with Covance, the Company also entered into a bridge facility
commitment letter on November 2, 2014. Under the bridge facility commitment letter, the lenders agreed to provide a $4,250.0
senior unsecured bridge term loan credit facility consisting of a $3,850.0 364-day unsecured debt bridge traunche and a $400.0
60-day unsecured cash bridge traunche for the purpose of financing all or a portion of the cash consideration and the fees and
expenses in connection with the transactions contemplated by the Merger Agreement. The bridge facility was permitted to be
drawn only in a single drawing on the closing date of the Acquisition.
On December 19, 2014, the Company entered into a five-year term loan credit facility in the principal amount of $1,000.0
for the purpose of financing a portion of the cash consideration and the fees and expenses in connection with the transactions
contemplated by the Merger Agreement. Pursuant to the bridge facility commitment letter, upon the Company’s entry into the
term loan credit facility, the $4,250.0 bridge facility was reduced to a $3,250.0 commitment, comprising a $2,850.0 364-day
unsecured debt bridge traunche and a $400.0 60-day cash bridge traunche. The $1,000.0 of term loan commitments made under
the term loan credit facility reduced the debt bridge tranche under the bridge facility dollar for dollar.
The term loan credit facility was advanced in full on February 19, 2015, the date of the Company’s completion of the
acquisition. The term loan credit facility will mature five years after the closing date of the Acquisition and may be prepaid
without penalty.
On January 30, 2015, the Company issued $2,900.0 in debt securities, consisting of $500.0 aggregate principal amount of
2.625% Senior Notes due 2020, $500.0 aggregate principal amount of 3.20% Senior Notes due 2022, $1,000.0 aggregate principal
amount of 3.60% Senior Notes due 2025 and $900.0 aggregate principal amount of 4.70% Senior Notes due 2045 (together, the
“Acquisition Notes”). Net proceeds from the offering of the Acquisition Notes were $2,870.2 after deducting underwriting
discounts and other estimated expenses of the offering. Net proceeds were used to pay a portion of the cash consideration and
the fees and expenses in connection with the Company’s acquisition of Covance. Pursuant to the bridge facility commitment
letter, upon the Company’s issuance of the Acquisition Notes the remaining $2,850.0 364-day unsecured debt bridge tranche
under the senior unsecured bridge term loan credit facility was terminated.
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in millions, except per share data)