Halyard Health, Inc. (NYSE:HYH) entered into agreement to acquire CORPAK MedSystems, Inc. from Medsystems Holdings, LLC for approximately $170 million in cash on April 5, 2016. The consideration is funded from a combination of current cash and Halyard's revolving credit facility. The share purchase agreement contains customary representations, warranties and covenants from both Medsystems and Halyard. Subject to certain exceptions and limitations, Halyard and the seller have agreed to indemnify each other for breaches of representations, warranties, covenants and other specified matters contained in the share purchase agreement. A total of $8.7 million of the purchase price otherwise payable to the seller at the closing will be held in an escrow account for a period of up to 18 months to satisfy the seller’s indemnification obligations. In addition, Halyard has obtained representation and warranty insurance, which provides $15 million of coverage for losses related to breaches of the representations and warranties of Medsystems or the seller contained in the share purchase agreement, subject to deductibles and certain other terms and conditions. On May 2, 2016, Halyard Health borrowed $72 million under our Revolving Credit Facility to partially fund the acquisition. The share purchase agreement contains certain customary termination rights for each of Halyard and the seller. The share purchase agreement may be terminated by mutual consent of Halyard and the seller or by either Halyard or the seller if the closing of the acquisition has not occurred prior to August 5, 2016. The share purchase agreement may also be terminated by either Halyard or the seller if the other party is in breach of the share purchase agreement and such breach has prevented the satisfaction of its closing conditions and has not been cured or waived. The deal is subject to approval under Hart-Scott-Rodino Antitrust Improvements Act and execution of escrow agreement. On April 22, 2016, the transaction received early termination notice from FTC. The transaction is expected to close in the second quarter of 2016. The transaction is expected to be $0.05 accretive to Halyard's fiscal year 2016. Manish Gupta, Rob Andrews, Brian Doyal and Vincenzo di Nicola of Robert W. Baird & Co. Incorporated acted as financial advisor and Sarah E. Ernst of Alston & Bird LLP acted as legal advisor for Halyard Health, Inc. Houlihan Lokey, Inc. (NYSE:HLI) acted as financial advisor and Ted H. Zook, Robert A. Wilson, Maggie Flores, Shaun Goodman, Kevin Coenen and Marin Boney of Kirkland & Ellis LLP acted as legal advisors for MedSystems. Halyard Health, Inc. (NYSE:HYH) completed the acquisition of CORPAK MedSystems, Inc. from Medsystems Holdings, LLC on May 2, 2016.