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Subsequent events | 12 Months Ended
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Dec. 31, 2016
Subsequent Events [Abstract] |
Subsequent events | Note 19 — Subsequent events Acquisition of Vascular Solutions, Inc. On February 17, 2017, the Company acquired all of the common stock, and voting equity interest in, Vascular Solutions, Inc. (“Vascular Solutions”) for $56.00 per share in cash, or a total of approximately $1.0 billion. Vascular Solutions is a medical device company that focuses on developing clinical solutions for minimally invasive coronary and peripheral vascular procedures. Concurrent with the execution of the agreement to acquire Vascular Solutions, the Company entered into a $750 million senior unsecured 364 day bridge loan facility (the “Bridge Facility”) and obtained a commitment (the “Backstop Commitment”) from a lender to backstop an amendment to the Revolving Credit Facility in order to permit the Bridge Facility and make certain other changes thereto. The Bridge Facility and the Backstop Commitment were put in place to ensure the Company's ability to refinance certain existing indebtedness, to pay the purchase price for the Vascular Solutions acquisition, and to pay fees, costs and expenses incurred in connection with the acquisition. In connection with the Bridge Facility and the Backstop Commitment, the Company incurred, for the year ended December 31, 2016, financing costs of $3.4 million, which were recognized in interest expense in the consolidated statement of income. The Bridge Facility and Backstop Commitment were terminated upon the execution of the Company's amended and restated credit agreement, which is described more fully below under "Amended and restated senior credit facility." For the year ended December 31, 2016, the Company incurred integration and transaction costs of $3.0 million in connection with the acquisition, which were recognized in selling, general and administrative expenses in the consolidated statement of income. Amended and restated senior credit facility On January 20, 2017 (the “Effective Date”), the Company amended and restated its then-existing senior credit agreement, dated July 16, 2013 (the "2013 Credit Agreement"), by entering into an Amended and Restated Credit Agreement (the “2017 Credit Agreement”). The 2017 Credit Agreement provides for a five-year revolving credit facility of $1.0 billion and a term loan facility of $750.0 million. The term loan facility and borrowings under the revolving credit facility were used to finance the acquisition of Vascular Solutions. The obligations under the 2017 Credit Agreement are guaranteed (subject to certain exceptions and limitations) by substantially all of the material domestic subsidiaries of the Company and are secured by a lien on substantially all of the assets owned by the Company and each guarantor. The maturity date of the revolving credit facility under the 2017 Credit Agreement is January 20, 2022 and the term loan facility will mature on February 17, 2022. At the Company’s option, loans under the 2017 Credit Agreement will bear interest at a rate equal to adjusted LIBOR plus an applicable margin ranging from 1.25% to 2.50% or at an alternate base rate, which is defined as the highest of the administrative agent’s publicly announced prime rate, 0.5% above the federal funds rate and 1% above adjusted LIBOR for a one month interest period on such day, plus an applicable margin ranging from 0.25% to 1.50%, in each case subject to adjustment based on the Company’s consolidated leverage ratio (generally, the ratio of consolidated total funded indebtedness to consolidated adjusted EBITDA for the four most recent fiscal quarters preceding the date of determination). Overdue loans will bear interest at the rate otherwise applicable to such loans plus 2.00%. The 2017 Credit Agreement contains customary representations and warranties and covenants that, among other things and subject to certain exceptions, qualifications and thresholds, place limitations on the Company and its subsidiaries regarding its ability, and the ability of its subsidiaries, to incur additional indebtedness, create additional liens, enter into a merger, consolidation or amalgamation, dispose of certain assets, make certain investments or acquisitions, pay dividends on, repurchase or make distributions in respect of capital stock and enter into swap agreements. The Company is required to maintain a maximum consolidated leverage ratio of 4.50 to 1.00 and a maximum secured leverage ratio (generally, consolidated senior secured funded indebtedness on the date of determination to adjusted consolidated EBITDA for the four most recent quarters preceding the date of determination) of 3.50 to 1.00. The Company is further required to maintain a consolidated interest coverage ratio (generally, consolidated adjusted EBITDA for the four most recent fiscal quarters preceding the date of determination to consolidated interest expense paid in cash for such period) of not less than 3.50 to 1.00. As a result of the Company's entry into the 2017 Credit Agreement, which was considered a partial extinguishment of the 2013 Credit Agreement, the Company recognized a loss on extinguishment of debt of $0.4 million in January 2017. Additionally, in January 2017, the Company capitalized an estimated $12.0 million related to transaction fees, including underwriters’ discounts and commissions, incurred in connection with the 2017 Credit Agreement. Exchange transactions On January 5, 2017, pursuant to separate, privately negotiated agreements between the Company and certain holders of the Convertible Notes, the Company paid cash and common stock in exchange for $91.7 million aggregate principal amount of the Convertible Notes. The structure of the exchange transactions was substantially identical to those of the Exchange Transactions described in Note 8 (i.e., the exchange consideration per $1,000 principal amount of Convertible Notes included (i) $1,000 in cash, (ii) a number of shares of Company common stock equal to the amount of the conversion value in excess of $1,000, calculated on the basis of the Average Daily VWAP, (iii) Inducement Shares; and (iv) cash in an amount equal to accrued and unpaid interest to, but not including, the closing date). As a result of these exchanges, the Company paid to the holders who exchanged their Convertible Notes aggregate cash consideration of approximately $93.2 million (which includes approximately $1.5 million in accrued but previously unpaid interest) and issued and delivered to the exchanging holders approximately 0.93 million shares of Company common stock. The Company funded the cash payment through borrowings under its revolving credit facility. Following this transaction, $44.3 million aggregate principal amount of the Convertible Notes continue to be outstanding. As of December 31, 2016, the Company reclassified $1.8 million from additional paid-in capital to convertible notes in the mezzanine equity section of the Company's consolidated balance sheet. The reclassified amount represents the aggregate difference between the principal amount and the carrying value of the Convertible Notes purchased by the Company pursuant to this exchange transaction that were entered into prior to December 31,2016, but not settled until January 5, 2017. In addition, as a result of this exchange transaction, the Company recognized a loss on extinguishment of debt of $5.2 million in January 2017. In addition, in connection with the exchange transaction described above, the Company and the dealer counterparties to the convertible note hedge transactions that were effected at the time of the initial issuance of the Convertible Notes entered into bond hedge unwind and warrant unwind agreements. The bond hedge unwind and warrant unwind agreements were structured in substantially identical form to the Hedge Unwind Agreements and Warrant Unwind Agreements described in Note 8. On a net basis, after giving effect to the January 2017 unwind agreements, the Company received 0.12 million shares of Company common stock from the dealer counterparties.

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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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