Notes to Unaudited Pro Forma Condensed Combined Financial Statements. Note 1. Description of The Transaction On March 11, 2012, Youku and Xxxxx signed the Merger Agreement for Tudou to combine with Youku in a 100% stock-for-stock transaction. Under the terms of the Merger Agreement, each Tudou Class A share and Class B share issued and outstanding immediately prior to the effective time of the Merger will be cancelled in exchange for the right to receive 7.177 Youku Class A shares, and each Tudou ADS will be surrendered in exchange for the right to receive 1.595 Youku ADS, which will result in Youku shareholders and ADS holders owning approximately 71.5% of the combined entity upon completion of the Merger and Tudou shareholders and ADS holders owning approximately 28.5%. Upon completion of the Merger, the combined entity will be named "Youku Tudou Inc." Xxxxx's ADSs will continue to be listed on the NYSE under the symbol "YOKU".
Notes to Unaudited Pro Forma Condensed Combined Financial Statements. Note 1 – Description of Transaction On September 13, 2010 (the “Closing”), we completed the acquisition of FutureScripts, LLC and FutureScripts Secure LLC (collectively, “FutureScripts”) (the acquisition by the Company of FutureScripts, the “Acquisition”) pursuant to the Equity Interest Purchase Agreement dated as of August 4, 2010 by and among Catalyst Health Solutions, Inc., Independence Blue Cross (“IBC”), QCC Insurance Company (“Seller”), FutureScripts, LLC and FutureScripts Secure LLC (the “Purchase Agreement”). Total consideration for the Acquisition as of the Closing consisted of cash payments of $225.5 million. The purchase price was funded from our cash on hand. Under the terms of the Purchase Agreement, the purchase price may be increased or decreased, both at and after the Closing, based on the net working capital and certain indebtedness of FutureScripts. Pursuant to PBM services agreements with IBC and its affiliates which became effective as of the Closing, we manage IBC’s pharmacy benefits under the terms of 10-year contracts (the “PBM Agreement”). IBC is a leading health insurer in southeastern Pennsylvania. Together with its affiliates, IBC provides medical and/or prescription drug coverage to nearly 3.3 million people. We provide IBC a full complement of PBM services, including: claims adjudication, member services, network administration, formulary management and rebate contracting, mail and specialty drug management, clinical services, data reporting and analytics, as well as client service and sales support. The transaction will be treated as an asset purchase for tax purposes, with the tax basis assets adjusted to reflect the purchase price. Goodwill and intangible assets related to the Acquisition will be deductible for tax purposes.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements. Note 1. Basis of Pro Forma Presentation The accompanying unaudited pro forma condensed combined financial statements and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined statement of income for the six months ended June 30, 2019 and for the year ended December 31, 2018 combine the historical consolidated statements of income of Prosperity and LegacyTexas giving effect to the merger as if it had been completed on January 1, 2018. The unaudited pro forma condensed combined balance sheet as of June 30, 2019 combines the historical consolidated balance sheets of Prosperity and LegacyTexas giving effect to the merger as if it had been completed on June 30, 2019. Prosperity’s and LegacyTexas’ historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 4 and Note 5, certain reclassifications were made to align Prosperity’s and LegacyTexas’ financial statement presentation. Prosperity has not identified all adjustments necessary to conform LegacyTexas’ accounting policies to Prosperity’s accounting policies. Prosperity is in the process of performing a more detailed review of Legacy’s accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information. The accompanying unaudited pro forma condensed combined financial statements and related notes were prepared using the acquisition method of accounting under the provisions of ASC 805, with Prosperity considered the acquirer of LegacyTexas. ASC 805 requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined balance sheet, the merger consideration has been allocated to the assets acquired and liabilities assumed of LegacyTexas based upon management’s preliminary estimate of their fair values as of June 30, 2019. Prosperity has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the LegacyTexas’ assets to be acquired or liabilities assumed, other than a preliminary estimate for intangible assets and held-to-maturity securities. Accordingly, apart from the aforem...
Notes to Unaudited Pro Forma Condensed Combined Financial Statements. Note 1 – Description of the Transaction On June 8, 2018, SMART Global Holdings, Inc. (“SGH”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among SGH, Glacier Acquisition Sub, Inc., a Delaware corporation and a wholly-owned indirect subsidiary of the SGH (“Merger Sub”), Penguin Computing, Inc., a California corporation (“Penguin”) and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the holders of the securities of Penguin. Pursuant to the Merger Agreement, on June 8, 2018, Merger Sub was merged with and into Penguin, with Penguin surviving as a wholly-owned indirect subsidiary of SGH (the “Merger”). SGH through one or more subsidiaries, paid the Penguin equityholders approximately $43 million at closing and assumed approximately $35 million of Penguin’s outstanding indebtedness. SGH financed the acquisition with net proceeds from its $60.0 million incremental term loan facility. Pursuant to the Merger Agreement, the former equityholders of Penguin are also entitled to potential cash earn-out payments, up to $25.0 million based on Penguin’s achievement of specified gross profit levels through December 31, 2018. SGH deposited $6.0 million of the purchase price into escrow as security for Penguin’s indemnification obligations during the escrow period of one year. SGH also deposited $2.0 million of the purchase price into escrow as security for customary post-closing adjustments to the purchase price.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements. Note 1 — Basis of Presentation The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical audited financial statements of Express Scripts and Medco for the years ended December 31, 2010 and December 25, 2010, respectively, and unaudited financial statements of Express Scripts and Medco as of and for the nine months ended September 30, 2011 and September 24, 2011, respectively. Certain reclassifications have been made to the historical financial statements of Medco to conform to Express Scripts’ presentation, including the presentation of claims and rebates payable as a separate line item from accounts payable and condensing Medco’s receivable balances into one line item. Additionally, Medco’s product revenues and service revenues have been combined into a single line item and amortization of intangibles has been included in selling, general and administrative expenses to conform to Express Scripts’ presentation. Finally, the following adjustments have been made to cost of revenues and selling, general and administrative expense: Nine Months Ended September 30, 2011 Twelve Months Ended December 31, 2010 (in millions) Reclassify bad debt expense(1) $ (100.4 ) $ (130.5 ) Reclassify labor and benefits expense(2) (8.7 ) (11.6 ) Allocation of IT related expenses(3) 32.2 40.6 Net adjustment to cost of revenues $ (76.9 ) $ (101.5 ) Reclassify bad debt expense(1) $ 100.4 $ 130.5 Reclassify labor and benefits expense(2) 8.7 11.6 Allocation of IT related expenses(3) (32.2 ) (40.6 ) Medco historical amortization of intangibles(4) 219.6 287.4 Net adjustment to selling, general and administrative expense $ 296.5 $ 388.9
Notes to Unaudited Pro Forma Condensed Combined Financial Statements. Note 1 Basis of Presentation The unaudited pro forma condensed combined balance sheet gives effect to the merger with Oxford as if the merger had occurred as of December 31, 2006. The unaudited pro forma combined statements of operations for the year ended December 31, 2006 assume the acquisition took place as of January 1, 2006. Note 2 Pro forma Adjustments Pro forma adjustments to condensed combined balance sheets:
Notes to Unaudited Pro Forma Condensed Combined Financial Statements. (in thousands of dollars, except per unit data) Note 1. The unaudited pro forma condensed combined financial information was prepared based on the preliminary valuation of the purchase price of $1,759,001 and allocation to the identifiable assets acquired and liabilities assumed. The purchase price was determined and allocated for accounting purposes as follows: Consideration: Cash consideration to Inergy noteholders pursuant to the Exchange Offers $ 200,000 Cash consideration for cash consent payment pursuant to the Exchange Offers 50,000 Suburban senior notes issued to Inergy noteholders 1,000,000 Suburban common units issued to Inergy (see Note 14) 523,751 Cash consideration from Inergy pursuant to the Contribution Agreement Amendment (14,750 ) $ 1,759,001 Preliminary purchase price allocation: Current assets $ 134,968 Property, plant and equipment 614,098 Other intangible assets 380,549 Goodwill 681,291 Other assets 537 Current liabilities (41,821 ) Non-current liabilities (10,621 ) $ 1,759,001 Pursuant to the Contribution Agreement, the purchase price is subject to adjustment for working capital and certain liabilities of Inergy Propane that are being assumed by Suburban in the Inergy Propane Acquisition. These liabilities consist primarily of non-interest bearing obligations due under non-competition agreements between Inergy Propane and the sellers of retail propane companies acquired by Inergy Propane in the past, as well as certain other accrued liabilities. The actual amounts of these adjustments will depend on the fair value of the working capital and the fair value of the assumed liabilities on the closing date of the Inergy Propane Acquisition. In addition, on the closing date of the Inergy Propane Acquisition, Inergy will provide Suburban with cash in an amount equal to the amount of accrued and unpaid interest on the Inergy Notes through the closing date of the Inergy Propane Acquisition, which Suburban will distribute to the Inergy noteholders whose Inergy Notes are exchanged on the settlement date.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements. (in thousands of dollars, except per unit data) Note 5. Reflects reclassifications of amounts included on Inergy Propane’s financial statements to conform to Suburban’s presentation. Note 6. Reflects pro forma adjustments to cash and cash equivalents as follows: Gross proceeds from borrowings under 364-Day Facility $ 250,000 Cash consideration from Inergy pursuant to the Contribution Agreement Amendment 14,750 Cash payments to Inergy noteholders pursuant to the Exchange Offers (200,000 ) Cash payments to Inergy noteholders for cash consent payment pursuant to the Consent Solicitations (50,000 ) Payment of debt origination costs (18,600 ) Payment of acquisition related costs (15,750 ) $ (19,600 ) The cash payments to Inergy noteholders for cash consent payments pursuant to the consent solicitations reflects cash consent payments of $41.67 per each $1,000 principal amount of Inergy Notes, of which there is $1,200,000 aggregate principal amount outstanding, to be paid by Suburban to Inergy noteholders that deliver a valid consent in connection with the consent solicitations. Note 7. Reflects pro forma adjustments to record estimated debt issuance costs in conjunction with the 364-Day Facility.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements. (in thousands of dollars, except per unit data) Note 15. Reflects pro forma adjustments to depreciation and amortization expense as follows: For the six months ended March 24, 2012 For the year ended September 24, 2011 Eliminate historical depreciation and amortization expense of Inergy Propane $ (35,528 ) $ (74,500 ) Depreciation and amortization expense reflecting preliminary allocation of the purchase price: Depreciation expense on allocated property, plant and equipment (5 to 40 years) 25,551 53,389 Amortization expense of customer list intangibles (10 years) 18,150 36,300 Amortization expense of non-compete agreement intangibles (5 years) 1,535 550 Amortization expense of tradename intangibles (4 years) 275 3,070 $ 9,983 $ 18,809 Note 16. Reflects pro forma adjustments to interest expense as follows: For the six months ended March 24, 2012 For the year ended September 24, 2011 Interest on SPH Notes $ 35,937 $ 71,875 Interest on borrowings under 364-Day Facility 4,375 8,750 Amortization of debt issuance costs 2,868 5,736 $ 43,180 $ 86,361 On June 15, 2012, the Exchange Offers were amended to offer 7 1/4% Senior Notes due 2018 and 7 1/8% Senior Notes due 2021. The 7 1/4% Senior Notes due 2018 will be issued only in exchange for Inergy’s 7% Senior Notes due 2018 and the 7 1/8% Senior Notes due 2021 will be issued only in exchange for Inergy’s 6 7/8% Senior Notes due 2021. All references to the SPH Notes in the Exchange Offers shall be deemed to refer to the 7 1/4% Senior Notes due 2018 and the 7 1/8% Senior Notes due 2021, collectively, which will accrue interest at the rate of 7.25% and 7.125% per annum, respectively. Borrowings under the 364-Day Facility bear interest at prevailing interest rates based upon 3-month LIBOR, which was approximately 0.5% as of June 12, 2012, plus 300 basis points. Accordingly, interest expense on borrowings of $250,000 for the full term of the facility would approximate $8,750 using an interest rate of 3.5%. If the 3-month LIBOR increased or decreased by 12.5 basis points from the rate as of June 12, 2012, interest expense would increase or decrease by $313.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements. The specific pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:
