Patterson Companies, Inc. (NasdaqGS:PDCO) entered into an agreement to acquire Animal Health International, Inc. from Leonard Green & Partners, L.P., Green Equity Investors V, L.P. and others for $1.1 billion in cash on May 2, 2015. As part of the consideration which is subject to adjustments, Patterson Companies will repay the transaction consideration towards the common stock and convertible preferred of Animal Health International. Animal Health International generated sales and EBITDA of $1.5 billion and $68 million, respectively, during the 12 months ended March 2015. The purchase price reflects a 16x trailing EBITDA multiple. Patterson Companies is financing the acquisition through a combination of a $1 billion unsecured term loan and a $500 million unsecured cash flow revolving line of credit. John Adent will lead the combined veterinary business as President. George Henriques, currently the head of Patterson Veterinary, will serve as Chief Commercial Officer. The closing of the merger is subject to customary closing conditions, including regulatory approvals, approval under HSR Act, and execution of escrow agreement. The Boards of Directors of both Patterson and Animal Health have unanimously approved the merger agreement. The merger is anticipated to close in Patterson's fiscal first quarter. The acquisition of Animal Health International and the realization of planned synergies, coupled with the potential divestiture of the medical business by Patterson Companies in a related transaction, are expected to be neutral to fiscal year 2016 adjusted earnings per share.

Brett D. Anderson of Briggs and Morgan, Professional Association acted as a legal advisor and BofA Merrill Lynch acted as a financial advisor to Patterson Companies, Inc. Howard A. Sobel and John Giouroukakis of Latham & Watkins LLP and John Baumer and Alyse Wagner of Sherman & Howard L.L.C. acted as legal advisors and Piper Jaffray Companies (NYSE:PJC) acted as a financial advisor to Animal Health International, Inc. and Leonard Green & Partners, L.P. Howard A. Sobel and John Giouroukakis of Latham & Watkins LLP acted as a legal advisor to Leonard Green & Partners. Davis Polk & Wardwell LLP acted as a legal advisor to Patterson Companies. Keith A. Pagnani and Todd A. Mortensen of Sullivan & Cromwell LLP acted as financial advisor for Bank of America Merrill Lynch. Bob Baltimore, John Klim, Todd Morris, Andy Dixon and Ricky Ng of Harris Williams LLC acted as financial advisor for Animal Health International, Inc.

Patterson Companies, Inc. (NasdaqGS:PDCO) completed the acquisition of Animal Health International, Inc. from Leonard Green & Partners, L.P., Green Equity Investors V, L.P. and others on June 16, 2015.