8-K/AAcquisitions & DispositionsFinancial EventsExhibits & Filings

CARDINAL HEALTH INC 8-K/A Report, Acquisition Completed (Apr 16, 2007)

Filed April 16, 2007For Securities:CAH

Summary

This Form 8-K/A filing from Cardinal Health Inc. (CAH) serves as an amendment to a previous report, primarily detailing the completion of the sale of its Pharmaceutical Technologies and Services (PTS) segment, excluding certain smaller businesses, to Phoenix Charter LLC, an affiliate of The Blackstone Group. The sale, finalized on April 10, 2007, generated approximately $3.2 billion in cash for Cardinal Health, reflecting a purchase price of $3.3 billion adjusted for working capital, debt, and EBITDA. This strategic divestiture aims to streamline Cardinal Health's operations and focus on its core businesses. The filing also provides crucial financial details related to the disposal, including estimated pre-tax costs associated with the transaction. These costs are broken down into transaction costs, employee-related expenses, and other exit-related charges, totaling approximately $83 million. A significant portion of these costs, around $62 million, is expected to result in future cash expenditures, offering transparency into the financial implications of this significant asset sale for investors.

Key Highlights

  • 1Cardinal Health Inc. completed the sale of its Pharmaceutical Technologies and Services (PTS) segment (excluding Martindale and Beckloff) on April 10, 2007.
  • 2The PTS Business was sold to Phoenix Charter LLC, an affiliate of The Blackstone Group.
  • 3Cardinal Health received approximately $3.2 billion in cash from the sale.
  • 4The reported purchase price of approximately $3.3 billion was adjusted for working capital, cash, indebtedness, and EBITDA.
  • 5The company estimates total pre-tax costs associated with the sale to be approximately $83 million.
  • 6Of the total estimated costs, approximately $62 million is expected to result in future cash expenditures.
  • 7Unaudited pro forma financial information is provided to reflect the impact of the PTS Business disposition on historical earnings and balance sheets.

Frequently Asked Questions

Cardinal Health sold its Pharmaceutical Technologies and Services (PTS) segment, with the exception of the Martindale and Beckloff businesses.

The buyer was Phoenix Charter LLC, an affiliate of The Blackstone Group.

Cardinal Health received approximately $3.2 billion in cash.

The company estimates total pre-tax costs of approximately $83 million for the sale, including transaction costs, employee-related costs, and other exit costs. Approximately $62 million of these costs are expected to result in future cash expenditures.

This filing is an amendment to a previous 8-K report to include the completion of the asset sale under Item 2.01 and to provide the required cost estimates for the disposal under Item 2.05.