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Business Acquisitions and Planned Divestiture | 9 Months Ended
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Sep. 29, 2018
Business Combinations [Abstract] |
Business Acquisitions | N ote 9 – Business Acquisitions and Planned Divestiture Acquisitions The operating results of all acquisitions are reflected in our financial statements from their respective acquisition dates. On July 1, 2018, we closed on a joint venture with Internet Brands, a provider of web presence and online marketing software, to create a newly formed entity, Henry Schein One, LLC. The joint venture includes Henry Schein Practice Solutions products and services, as well as Henry Schein’s international de ntal practice management systems and the dental businesses of Internet Brands. We own 74% of the joint venture and Internet Brands owns the remaining 26% minority interest. Beginning with the second anniversary of the effective date of the formation of t he joint venture, Henry Schein One will issue a fixed number of additional interests to Internet Brands through the fifth anniversary of the effective date, thereby increasing Internet Brands’ ownership by approximately 7.6%. Internet Brands will also be entitled to receive a fixed number of additional interests, in the aggregate up to approximately 1.6% of the joint venture’s ownership, if certain operating targets are met by the joint venture in its fourth, fifth and sixth operating years. Senior manage ment from Henry Schein and Internet Brands serve on the board of Henry Schein One. The combined entity, which serves markets globally, had pro-forma 2017 sales of approximately $400 million, of which approximately $100 million originated at Internet Brand s. As a result of this acquisition, $412.8 million of initial goodwill resulted which reflects the excess of our purchase price over the fair value of the net assets acquired. The initial goodwill recorded as part of the acquisition primarily reflects th e value of future synergies. We allocated all of the goodwill to our Technology and value-added services reporting segment. None of the goodwill recognized is deductible for income tax purposes, and as such, no deferred taxes have been recorded related t o goodwill. Concurrent with the formation of Henry Schein One, LLC, we entered into a separate agreement with Internet Brands whereby (1) beginning July 1, 2023, Internet Brands wi ll have the right to require Henry Schein to purchase all or a portion of I nternet Brands ownership interests in Henry Schein On e, LLC for fair market value, and (2) beginning July 1, 2028, or earlier if certain events occur, Henry Schein wi ll have the right to require Internet Brands to sell all or a portion of its ownership in terests in Henry Schein One, LLC t o Henry Schein for fair market value. We did not complete any other material acquisitions during the nine months ended September 29, 2018. Some prior owners of acquired subsidiaries are eligible to receive additional purchase price cash consideration if certain financial targets are met. We have accrued liabilities for the estimated fair value of additional purchase price consideration at the time of the acquisition. Any adjustments to these accrua l amounts are recorded in our consolidated statements of income. For the nine months ended September 29, 2018 and September 30, 2017, there were no material adjustments recorded in our consolidated statement of income relating to changes in estimated contingent purchase price liabilities. Planned Divestiture On April 23, 2018, we announced that we entered into a definitive agreement with HS Spinco, Inc., a direct, wholly owned subsidiary of Henry Schein (“Spinco”), and Direct Vet Marketing, Inc. (d/b/a Vets First Choice) (“DVM”) to create a newly formed company, Vets First Corp. The transaction is intended to be tax-free to Henry Schein stockholders for U.S. tax purposes. As part of this transaction, subject to the terms and conditions set forth in certain definitive agreements, we will contribute the assets and entities comprising our animal health business to Spinco. In exchange for the contribution to Spinco of our animal health business, Spinco will issue to Henry Schein shares of common stock, par value $0.01 per share, of Spinco (the “Spinco Common Stock”). We will subsequently distribute to our stockholders all of the shares of Spinco Common Stock held by us (the “Dist ribution”). Immediately after the Distribution, HS Merger Sub, Inc., a wholly owned subsidiary of Spinco, will merge with and into DVM, with DVM surviving the merger as a wholly owned subsidiary of Spinco (with such subsidiary to be renamed Vets First Cor p.). Upon consummation of these transactions, on a fully-diluted basis, the stockholders of Henry Schein and, if applicable, certain third parties and minority holders of our animal health subsidiaries that are contributed to Spinco in exchange for their interests in these subsidiaries, are expected to own approximately 63% of the outstanding shares of Spinco Common Stock, and the then former stockholders of DVM are expected to own approximately 37% of the outstanding shares of Spinco Common Stock, subjec t to certain adjustments. Henry Schein will nominate six individuals to the Vets First Corp. Board of Directors and DVM will nominate five individuals to the Vets First Corp. Board of Directors. Additionally, we expect to receive a cash dividend between $1.0 billion and $1.25 billion on a tax-free basis as part of the transaction. We plan to use the proceeds for general corporate purposes, including share repurchases and repayment of indebtedness. The transaction has been unanimously approved by our Boa rd of Directors and the Board of Directors of DVM. We are working toward closing the transaction by the end of 2018 or early 2019. The transaction is subject to customary closing conditions, including customary regulatory approvals, the receipt of tax op inions from counsel with respect to the transaction and the effectiveness of a registration statement on Form S-1/S-4 to be filed with the Securities and Exchange Commission (the “SEC”) in connection with th e transaction.

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