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Subsequent Events | 3 Months Ended
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May 31, 2014
Subsequent Events |
Subsequent Events | Note 15 – Subsequent Events On June 11, 2014, we entered into a definitive purchase agreement to acquire all of the membership interests of Healthy Directions, LLC and its subsidiaries (“Healthy Directions”), a leader in the premium doctor-branded vitamin, mineral and supplement market. The transaction was completed on June 30, 2014 for a cash purchase price of approximately $195.28 million, which is subject to adjustment for closing date working capital. As described below, the purchase price was funded from borrowings under the Credit Agreement and cash on hand. The sellers are certain funds controlled by American Securities, LLC and ACI Capital Co., LLC. Significant assets acquired include inventory, property and equipment, customer lists, product formulations, health expert agreements, trademarks, and goodwill. In connection with the acquisition of Healthy Directions, on June 11, 2014, we entered into a fourth amendment to the Credit Agreement (the “Amendment”) with Bank of America, N.A. and other lenders. We also entered into an amendment of a guaranty agreement in favor of Bank of America, N.A. and other lenders (the “Amended Guaranty”). The Amendment, among other things, increased the unsecured revolving commitment of the Credit Agreement from $375 million to $570 million. Additionally, the Amendment and the Amended Guaranty modified the limitation on dividends and stock repurchases to allow for the Company to declare or pay cash dividends to shareholders or make stock repurchases if, after giving effect to the dividends or share repurchases, the Leverage Ratio (as defined in the Credit Agreement) is not greater than 2.75 to 1.00 at any time during any period of four fiscal quarters of the Company. Finally, the Amendment and the Amended Guaranty increased the Leverage Ratio limit to 3.25 to 1.00, from a previous limit of 3.00 to 1.00.

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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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