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Subsequent Events | 9 Months Ended
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Jul. 31, 2014
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events On August 6, 2014, we completed the acquisition of Sauflon Pharmaceuticals Limited (Sauflon), a privately-held European manufacturer and distributor of soft contact lenses and aftercare solutions. The acquisition of Sauflon expands our contact lens product portfolio particularly with their clariti® 1day brand of single-use sphere, toric and multifocal silicone hydrogel lenses. Clariti lenses received United States FDA clearance in August 2013. Sauflon is headquartered in the UK and has a global presence, with manufacturing facilities in the UK and Hungary. We paid approximately $1.2 billion consisting of approximately $1,075.0 million in cash, including a net debt adjustment amount; approximately $58.0 million in the form of loan notes; and we also assumed third-party debt of Sauflon of approximately $79.0 million that we repaid concurrent with the acquisition. We financed the acquisition with available offshore cash and credit facilities along with funds from the new $700.0 million term loan facility described in Note 4 and below. We are in the process of determining the purchase price allocation for this acquisition. This acquisition is consistent with our strategy to expand CooperVision’s presence in underpenetrated areas particularly the single-use silicone hydrogel lens market. We expect the acquisition to accelerate the growth of our single-use franchise by enabling a multi-tier, single-use strategy with a full suite of hydrogel and silicone hydrogel product offerings in the major product categories of sphere, toric and multifocal lenses. We also expect this acquisition to provide for an enhanced relationship with key European retailers and opportunities for operational synergies. On August 4, 2014, we entered into a three-year, $700.0 million senior unsecured term loan agreement by and among the Company, the lenders party thereto and KeyBank National Association as administrative agent. This syndicated credit facility will mature and the balance is payable on August 4, 2017. There is no amortization of principal and we may prepay loan balances from time to time, in whole or in part, without premium or penalty. We utilized this facility to fund the acquisition of Sauflon Pharmaceuticals Limited, as well as to provide working capital and for general corporate purposes. Amounts outstanding under this term loan agreement will bear interest, at the Company’s option, at either the base rate, which is a rate per annum equal to the greatest of (a) KeyBank’s prime rate, (b) 0.5% in excess of the federal funds effective rate and (c) 1% in excess of the adjusted Eurodollar rate (currently referred to as LIBOR) for a one-month interest period on such day, or the adjusted Eurodollar rate, plus, in each case, an applicable margin. The applicable margins will be determined quarterly by reference to a grid based upon the Company’s ratio of funded debt to consolidated pro forma EBITDA, as defined in the term loan agreement and consistent with our existing revolving Credit Agreement. This term loan agreement contains customary restrictive covenants, as well as financial covenants that require the Company to maintain a certain Total Leverage Ratio and Interest Coverage Ratio, each as defined in the agreement, and consistent with our existing revolving Credit Agreement. This term loan agreement also contains customary events of default, the occurrence of which would permit the Administrative Agent to declare the principal, accrued interest and other obligations of the Company under the agreement to be immediately due and payable.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
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