Merger and acquisitions Merger Sample Clauses

Merger and acquisitions Merger. Renal Treatment Centers On February 27, 1998 TRCH merger with Renal Treatment Centers, Inc., or RTC. In connection with the merger, TRCH issued 34,565,729 shares of TRCH common stock in exchange for all of the outstanding shares of RTC common stock. In addition, TRCH guaranteed $125,000 of RTC's 5 5/8% convertible subordinated notes. In conjunction with this transaction, an additional 140,000 shares of common stock was authorized by the shareholders. The RTC merger transaction was accounted for as a pooling of interests and the TRCH consolidated financial statements have been restated to include the results of operations and account balances of RTC for all periods presented. There were no transactions between RTC and TRCH prior to the combination. TOTAL RENAL CARE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (dollars in thousands) As a result of the merger, RTC's revolving credit agreement was terminated and the outstanding balance of approximately $297,228 was paid off through additional borrowings under our credit facilities. The remaining net unamortized deferred financing costs in the amount of $4,393, less tax of $1,580, related to RTC's revolving credit agreement were recognized as an extraordinary loss in 1998. Merger and related costs recorded during 1998 included transaction costs, integration costs, employee severance and other directly associated compensation expense. A summary of merger and related costs and accrual activity through December 31, 1999 is as follows: Severance Direct and Costs to transaction employment integrate costs costs operations Total ----------- ---------- ---------- -------- Initial expense................. $ 21,580 $ 41,960 $ 15,895 $ 79,435 Amounts utilized during 1998.... (22,885) (37,401) (13,137) (73,423) Adjustment of estimates......... 1,305 (959) (1,593) (1,247) -------- -------- -------- -------- Accrual, December 31, 1998...... 3,600 1,165 4,765 Amounts utilized during 1999.... (600) (377) (977) -------- -------- -------- -------- Accrual, December 31, 1999...... $ -- $ 3,000 $ 788 $ 3,788 ======== ======== ======== ======== Direct transaction costs consisted primarily of investment banking fees, legal and accounting costs and other costs, including the costs of consultants, printing and registration, which were incurred by both TRCH and RTC in connection with the merger. Severance and other compensation directly resulting from the merger included a constructive termination of preexisti...