Divestiture of Heart Valve Business

12 Months Ended

Dec. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Note 4. Divestiture of Heart Valve Business

Heart Valves

On December 2, 2020, LivaNova entered into a Purchase Agreement with Mitral Holdco S.à r.l., a company incorporated under the laws of Luxembourg and wholly owned and controlled by funds advised by Gyrus Capital S.A., a Swiss private equity firm. The Purchase Agreement provides for the divestiture of certain of LivaNova’s subsidiaries as well as certain other assets and liabilities relating to the Company’s Heart Valve business and site management operations conducted by the Company’s subsidiary LSM at the Company’s Saluggia campus for €60.0 million (approximately $68.1 million as of December 31, 2021). On April 9, 2021, LivaNova and the Purchaser entered into an A&R Purchase Agreement which amends and restates the original Purchase Agreement to, among other things, defer the closing of the sale and purchase of LSM by up to two years and include or amend certain additional terms relating to such deferral, including certain amendments relating to the potential hazardous substances liabilities of LSM and the related expense reimbursement provisions.

As a result of entering into the Purchase Agreement, during the fourth quarter of 2020 the Company concluded that the assets and liabilities of the Heart Valve business being sold met the criteria to be classified as held for sale. As a result, we recognized an impairment of $180.2 million during the fourth quarter of 2020 to record the Heart Valves disposal group at fair value less estimated cost to sell. Additionally, we recorded a $21.3 million impairment to the goodwill allocated to the Heart Valves disposal group based upon the relative fair values of the businesses within Other.

The initial closing of the sale of the Heart Valve business occurred on June 1, 2021 and we received €34.8 million (approximately $42.5 million as of June 1, 2021), subject to customary trade working capital and net indebtedness adjustments, as set forth in the Purchase Agreement. We also received $3.0 million on December 17, 2021. An additional €9.3 million (approximately $10.6 million as of December 31, 2021) is payable to LivaNova in 2022. During the year ended December 31, 2021, we recognized a loss from the sale of the Heart Valve business of $1.9 million, which is included within other operating expenses on the consolidated statements of income (loss).

In conjunction with the sale, we entered into a transition services agreement to provide certain support services generally for up to twelve months from the closing date of the sale. These services include, among others, accounting, information technology, human resources, quality assurance, regulatory affairs, supply chain, clinical affairs and customer support. During the year ended December 31, 2021, we recognized income of $1.9 million for providing these services. Income recognized related to the transition services agreements is recorded as a reduction to the related expenses in the associated expense line items in the consolidated statements of income (loss).

The major classes of assets and liabilities of the Heart Valves business held for sale on the consolidated balance sheet as of December 31, 2020 were as follows (in thousands):


	December 31, 2020
Accounts receivable, net	$	20,059
Inventories	45,081
Prepaid and refundable taxes	2,751
Prepaid expenses and other current assets	2,436
Property, plant and equipment, net	25,042
Intangible assets, net	153,632
Operating lease assets	1,698
Impairment charge of disposal group	(180,160)
Total assets held for sale	$	70,539

Accounts payable	$	9,518
Accrued liabilities and other	4,205
Taxes payable	363
Accrued employee compensation and related benefits	8,781
Deferred tax liabilities	671
Long-term employee compensation and related benefits	4,994
Long-term operating lease liabilities	841
Other long-term liabilities	306
Total liabilities held for sale	$	29,679