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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form S-3

SFBC International, Inc.

11190 Biscayne Blvd., Miami, FL 33181, (305) 895-0304

Arnold Hantman

Please send a copy of all communications to:

     Approximate date of proposed sale to the public: As soon as is practicable after the effective date of this Registration Statement.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:    o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

(1)	Includes 525,000 shares that the underwriters have the option to purchase to cover overallotments, if any.
(2)	Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the registrant’s common stock as quoted on the Nasdaq National Market on February 4, 2005.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

3,500,000 Shares

Common Stock

We are offering 3,102,000 shares of common stock and the selling stockholders identified in this prospectus are offering 398,000 shares of common stock. We will not receive any proceeds from the sale of the shares of common stock by the selling stockholders.

Our common stock is quoted on the Nasdaq National Market under the symbol “SFCC.” On February 4, 2005, the last reported sale price of our common stock on the Nasdaq National Market was $39.90 per share.

Investing in our common stock involves a high degree of risk. Before buying any shares you should carefully read the discussion of material risks of investing in our common stock under the heading “Risk factors” beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters may also purchase up to an additional 525,000 shares of common stock from us at the public offering price, less the underwriting discounts and commissions payable by us to cover overallotments, if any, within 30 days from the date of this prospectus. If the underwriters exercise their option in full, the total underwriting discounts and commissions payable by us will be $          , and the total proceeds, before expenses, to us will be $          .

The underwriters are offering the shares of common stock as described in the “Underwriting” section. Delivery of the shares of common stock will be made on or about                     , 2005.

Sole Book-Running Manager

Jefferies & Company, Inc.

You should rely only on information contained or incorporated by reference in this prospectus. We have not and the underwriters have not authorized anyone to provide you with information that is different from that contained or incorporated by reference in this prospectus. We are not offering to sell or seeking offers to buy shares of common stock in jurisdictions where offers and sales are not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Unless the context otherwise requires, all references in this prospectus to “we,” “us,” “our,” “SFBC International,” “SFBC,” or the “Company” refer to SFBC International, Inc. and its subsidiaries and predecessors as a combined entity.

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The SFBC logo is a trademark or servicemark of ours. All other trademarks, servicemarks or trade names referred to in this prospectus are the property of their respective owners.

Forward-looking statements

This prospectus, including the incorporated documents, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “intends,” “believes,” “will” and similar words are used to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements, including, but not limited to, the statements in the “Risk factors” and “Business” sections and elsewhere in this prospectus and the incorporated documents, are not based on historical fact, but rather reflect our current expectations concerning future results and events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements, including the risks outlined in the “Risk factors” section and elsewhere in this prospectus and the incorporated documents. You are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

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Risk factors

Before you invest in our common stock, you should be aware of various risks to which we are subject, including those described below. The following risks and uncertainties may have a material and adverse effect on our business, financial condition, results of operations, or on the trading price of our common stock. You should carefully consider these risks and uncertainties, together with all of the other information included and incorporated by reference in this prospectus, before you decide whether to purchase any of our common stock. The risks and uncertainties described below and in our other filings incorporated by reference are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently consider immaterial may also adversely affect us. If any of the following risks or uncertainties were to occur, the trading price of our common stock could decline, and you may lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

We have grown rapidly over the last few years, and our growth has placed, and is expected to continue to place, significant demands on us.

A significant portion of our growth has come from acquisitions, and we plan to make more acquisitions in the future as part of our continuing growth strategy. This growth strategy subjects us to numerous risks.

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_	we will identify suitable acquisition candidates;
_	we will receive the required consent under our outstanding credit facility;
_	we can consummate acquisitions on acceptable terms;
_	we can successfully integrate any acquired business into our operations or successfully manage the operations of any acquired business; or
_	we will be able to retain an acquired company’s significant client relationships, goodwill and key personnel or otherwise realize the intended benefits of any acquisition.

Our credit facility contains certain restrictive covenants that, absent the consent of the administrative agent on behalf of the lenders under the credit facility, limit our ability to enter into acquisitions by setting limits on the maximum aggregate amounts we can pay in acquisition consideration annually, as well as restricting the terms of equity consideration paid in acquisitions on an annual basis.

Our December, 2004 acquisition of PharmaNet represented our largest acquisition and has not yet been integrated into our operations.

We are subject to changes in outsourcing trends and regulatory requirements affecting the branded pharmaceutical, biotechnology, generic drug and medical device industries which could adversely affect our operating results.

If branded pharmaceutical, biotechnology, generic drug and medical device companies reduce their expenditures, our future revenue and profitability may be reduced.

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If we do not continue to generate a large number of new client contracts, or if our clients cancel or defer contracts, our future profitability may be adversely affected.

_	manufacturing problems resulting in a shortage or unavailability of the drug we are testing;
_	a decision by a client to de-emphasize or cancel the development of a drug;
_	unexpected clinical trial results;
_	adverse participant reaction to a drug;
_	an action by regulatory authorities (for example, in the United States, the Food and Drug Administration, or FDA, and in Canada, the Therapeutic Products Directorate, or TPD); and
_	inadequate participant enrollment.

All of these factors are beyond our control and we must continually replace our existing contracts with new contracts to sustain our revenue. Our inability to generate new contracts on a timely basis would have a material adverse effect on our business, financial condition, and results of operations. In addition, since a large portion of our operating costs are relatively fixed, variations in the timing and progress of contracts can materially affect our financial results. The loss or delay of a large project or contract or the loss or delay of multiple smaller contracts could have a material adverse effect on our business, financial condition and results of operations. We have experienced termination, cancellation and delay of contracts by clients from time to time in the past in the ordinary course of our business.

At any given time, one or a limited number of clients may account for a large percentage of our revenue, which means that we could face a greater risk of loss of revenue if we lose a major client.

We may bear financial risk if we under-price our contracts or overrun cost estimates.

We are exposed to risks relating to evaluations of our internal controls.

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As permitted by SEC rules, we will not be required to include our 2004 acquisitions in our management’s assessment of internal controls for the year ended December 31, 2004. However, for the year ending December 31, 2005, we will be required to assess the effectiveness of the internal controls of the companies we acquired in 2004, including PharmaNet, in addition to those of our existing business. PharmaNet is a decentralized international company with offices in North and South America, Europe, Asia and Australia. Prior to its acquisition by us, PharmaNet was a privately-held business. Privately-held businesses are not subject to the same requirements for internal controls as public companies. In connection with its audit of PharmaNet for the year ended December 31, 2003, PharmaNet’s independent auditors identified significant deficiencies in certain aspects of PharmaNet’s internal controls which PharmaNet’s independent auditors concluded constituted a material weakness in PharmaNet’s internal controls. These deficiencies generally related to PharmaNet’s accounting for international subsidiary results. While PharmaNet began to remediate these significant deficiencies prior to its acquisition by us and while we intend to address any material weaknesses or significant deficiencies at PharmaNet during the year, there is no assurance that this will be accomplished. If we fail to strengthen the effectiveness of PharmaNet’s internal controls, we may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.

While we believe that we will be able to timely meet our obligations under Section 404 and that our management will be able to certify as to the effectiveness of our internal controls, if we are unable to timely comply with Section 404, our management is unable to certify as to the effectiveness of our internal controls or our auditors are unable to attest to that certification, the stock price of our common stock may be adversely affected.

Our indebtedness may impact our financial condition and results of operations and the terms of our outstanding indebtedness may limit our activities.

_	we will be required to use a portion of our cash flow from operations for the payment of principal and interest due on our outstanding indebtedness;
_	our outstanding indebtedness and leverage will increase the impact of negative changes in general economic and industry conditions, as well as competitive pressures; and
_	the level of our outstanding indebtedness may affect our ability to obtain additional financing for working capital, capital expenditures or general corporate purposes.

Approximately $125 million of our outstanding indebtedness bears interest at a floating rate tied to LIBOR and approximately $143.75 million of our outstanding indebtedness bears interest at a fixed rate of 2.25% per year. Accordingly, if interest rates increase, then the amount of the interest payments on our floating rate indebtedness will also increase. We intend to use $70 million of the net

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General economic conditions, industry cycles and financial, business and other factors affecting our operations, many of which are beyond our control, may affect our future performance. As a result, these and other factors may affect our ability to make principal and interest payments on our indebtedness. After the application of the net proceeds to us from this offering, approximately $18.6 million of cash flow from operations will be required over the 12-month period beginning on January 1, 2005 to discharge our annual obligations on our currently outstanding indebtedness. Our business might not continue to generate cash flow at or above current levels. If we cannot generate sufficient cash flow from operations in the future to service our indebtedness, we may, among other things:

_	seek additional financing in the debt or equity markets;
_	seek to refinance or restructure all or a portion of our indebtedness;
_	sell selected assets; or
_	reduce or delay planned capital expenditures.

These measures might not be sufficient to enable us to service our indebtedness. In addition, any financing, refinancing or sale of assets might not be available on economically favorable terms, if at all.

Furthermore, our credit facility contains certain restrictive covenants which will affect, and in many respects significantly limit or prohibit, among other things, our ability to:

_	incur indebtedness;
_	create liens;
_	make investments or loans;
_	engage in transactions with affiliates;
_	pay dividends or make other distributions on, or redeem or repurchase, capital stock;
_	issue capital stock;
_	sell assets; and
_	pursue mergers or acquisitions.

These covenants, unless waived, may limit our operating and financial flexibility and limit our ability to respond to changes in our business or competitive activities.

We may not have sufficient funds to pay the principal return upon conversion or to repurchase our outstanding convertible senior notes under circumstances when we are required to do so.

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Our actual financial results might vary from our publicly disclosed preliminary results and forecasts.

Our operating results can be expected to fluctuate from period to period.

If we are required to write off goodwill or other intangible assets, our financial position and results of operations would be adversely affected.

Our business is subject to international economic, political and other risks that could negatively affect our results of operations or financial position.

_	Less stable political and economic environments and changes in a specific country’s or region’s political or economic conditions;
_	Potential negative consequences from changes in tax laws affecting our ability to repatriate profits;
_	Unfavorable labor regulations;
_	Greater difficulties in managing and staffing foreign operations;
_	Currency fluctuations;
_	Changes in trade policies, regulatory requirements and other barriers;
_	Civil unrest or other catastrophic events; and

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_	Longer payment cycles of foreign customers and difficulty collecting receivables in foreign jurisdictions.

These factors are beyond our control. The realization of any of these or other risks associated with operating in foreign countries could have a material adverse effect on our business, results of operations and financial condition.

Our substantial non-United States operations expose us to currency risks.

We could be adversely affected by tax law changes in Canada.

Governmental authorities may question our inter-company transfer pricing policies or change their laws in a manner that could increase our effective tax or otherwise harm our business.

Because we are smaller than our largest competitors, we may lack the resources needed to compete effectively.

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If we do not continue to develop new scientific methods, or assays, for our analytical applications, we may be unable to compete with other entities offering bioanalytical laboratory services.

We risk potential liability when conducting clinical trials, which could cost us large amounts of money.

_	adverse side effects and reactions resulting from administering these drugs to a clinical trial participant;
_	unintended consequences resulting from the procedures and/or changes in medical practice to which a study participant may be subject as part of a clinical trial;
_	improper administration of these drugs; or
_	potential professional malpractice of our employees or contractors, including physicians.

Our contracts may not have adequate indemnification agreements requiring our clients to indemnify us in the event of adverse consequences to our participants caused by their drugs or participation in their trials. We also carry liability insurance but there is no certainty as to the adequacy, or the continued availability at rates acceptable to us, of such liability insurance. We could also be held liable for other errors or omissions in connection with our services. For example, we could be held liable for errors or omissions or breach of contract if our laboratories inaccurately report or fail to report lab results. If we do not perform our services to contractual or regulatory standards, the clinical trial process could be adversely affected. Additionally, if clinical trial services such as laboratory analysis do not conform to contractual or regulatory standards, trial participants could be affected. If there is a damage claim not covered by insurance, the indemnification agreement is not enforceable or broad enough, or our client is insolvent, any resulting award against us could result in our experiencing large losses.

We face a risk of liability from our handling and disposal of medical wastes, which could cause us to incur significant costs or otherwise adversely affect us.

Failure to comply with applicable governmental regulations could harm our operating results and reputation.

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If we lose the services of our key personnel or are unable to attract qualified staff, our business could be adversely affected.

Our business depends on the continued effectiveness and availability of our information technology infrastructure, and failures of this infrastructure could harm our operations.

Recent changes in accounting standards could limit the desirability of granting stock options, which could harm our ability to attract and retain employees, and could also negatively impact our results of operations.

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RISKS RELATED TO OUR COMMON STOCK AND THE OFFERING

Our stock price can be extremely volatile, and your investment could suffer a decline in value.

_	actual or anticipated variations in quarterly operating results, including changes in our guidance as to forecasted earnings;
_	changes in financial estimates by securities analysts;
_	loss of a major client or contract;
_	new service offerings introduced or announced by our competitors;
_	changes in market valuations of other similar companies;
_	our announcement of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
_	additions or departures of key personnel; and
_	sales of our common stock, including short sales.

As a result, you could lose all or part of your investment. In addition, the stock market in general experiences extreme price and volume fluctuations that are often unrelated and disproportionate to the operating performance of companies.

Investors in this offering will experience immediate and substantial dilution.

Our management has broad discretion over the use of a portion of the net proceeds to us from this offering.

Sales of substantial amounts of our common stock or the perception that such sales may occur could cause the market price of our common stock to drop significantly, even if our business is performing well.

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Anti-takeover provisions in our charter documents and under Delaware law may make an acquisition of us, which may be beneficial to our stockholders, more difficult, which could depress our stock price.

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Use of proceeds

We estimate that the net proceeds to us from this offering will be approximately $115.3 million, assuming a public offering price of $39.90 per share, after payment of underwriting discounts and commissions and estimated expenses of this offering. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders. If the underwriters exercise their overallotment option in full, we estimate the net proceeds to us will be approximately $      million.

We intend to use $70 million of the net proceeds to us from this offering to reduce the amount of our outstanding term loan under our credit facility. In connection with the repayment of the term loan, we will incur a non-cash charge to earnings of approximately $2.6 million associated with the write-off of a portion of our capitalized financing costs.

On December 22, 2004, we entered into a $160 million credit facility from a syndicate of banks arranged by UBS Securities LLC. The facility consists of a term loan in the amount of $120 million and a revolving line of credit in the maximum amount of $40 million, and also provides for swingline and letter of credit borrowings. Borrowings under the credit facility provided a portion of the consideration used to acquire 100% of the stock of PharmaNet. Borrowings under the revolving line of credit are available for general corporate purposes, and $5 million of borrowings is currently outstanding under the revolving line of credit. The credit facility is guaranteed by each of our United States subsidiaries, and is secured by a mortgage on our facility in Miami, Florida, a pledge of all of the assets of our United States operations and United States subsidiaries, and a pledge of 65% of the stock of certain of our foreign subsidiaries. The term loan bears interest at a rate of LIBOR plus 300 basis points, and currently calls for increasing principal payments ranging between approximately $2.5 million and $7.5 million due quarterly beginning on March 31, 2005 and a final payment due December 31, 2010, subject to certain conditions. Once the amount of the term loan is reduced by $70 million, the required principal payments will be reduced to amounts ranging between approximately $1.0 million and $3.1 million. The revolving line of credit bears interest at a rate of LIBOR plus 275 basis points and matures on December 22, 2009, subject to certain conditions.

We intend to use the balance of the net proceeds to us from this offering for possible acquisitions and general corporate purposes, including funding the continued growth and development of our business and working capital requirements.

We are evaluating and expect to continue to evaluate and engage in discussions regarding acquisitions, some of which could be significant. However, we currently have no definitive agreements or binding commitments to make any future acquisitions.

Pending our use of net proceeds identified above, we intend to invest the net proceeds in investment grade, interest bearing securities or to pay down, on a temporary basis, our outstanding revolving line of credit. No costs or charges will be incurred in connection with any repayment of or draws under the revolving line of credit.

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Price range of common stock

The following table sets forth, for the periods indicated, the range of quarterly high and low sales prices for our common stock on the Nasdaq National Market as adjusted to give effect to the three-for-two stock split that we paid in the form of a 50% stock dividend on May 19, 2004. Our common stock trades on the Nasdaq National Market under the symbol “SFCC.”

As of January 31, 2005, there were 84 holders of record and approximately 6,310 beneficial owners of our common stock.

Dividend policy

Since we became a public company, we have not paid cash dividends on our common stock. Currently, we intend to retain future earnings in order to finance the growth and development of our business and do not expect to pay any cash dividends on our common stock in the near future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our results of operations, financial condition and other factors as our board of directors, in its discretion, deems relevant. Our credit facility contains certain covenants that restrict, or may have the effect of restricting, our payment of dividends.

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Capitalization

The following table sets forth our capitalization as of September 30, 2004:

_	on an actual basis;
_	on a pro forma basis giving effect to: our acquisition of PharmaNet on December 22, 2004 for approximately $253 million, which includes $8 million in acquisition costs; the financing of the PharmaNet acquisition; the refinancing of our outstanding credit facility; the repayment by PharmaNet prior to the acquisition of $9 million of PharmaNet’s bank debt; the issuance of 258,917 shares of restricted common stock to certain PharmaNet executives in connection with the PharmaNet acquisition for approximately $8.9 million; and the issuance of 40,950 shares of common stock pursuant to the exercise of options which generated proceeds of approximately $468,000; and
_	on a pro forma as adjusted basis giving further effect to the sale of the shares of common stock that we are offering under this prospectus (assuming for purposes of preparing this table a public offering price of $39.90 per share) and our application of a portion of the net proceeds to us from the offering to reduce the amount of our outstanding term debt under our credit facility by $70 million.

This information should be read together with our consolidated financial statements and the related notes thereto incorporated by reference in this prospectus.

(1)	Includes approximately $625,000 in borrowings under our credit facility and $2.1 million in capital leases. The pro forma amount includes the payoff of the current portion of our mortgage loan.

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(2)	Gives effect to: our acquisition of PharmaNet on December 22, 2004 for approximately $253 million, which includes $8 million in acquisition costs; the financing of the PharmaNet acquisition; the refinancing of our outstanding credit facility; the repayment by PharmaNet prior to the acquisition of $9 million of PharmaNet’s bank debt; the issuance of 258,917 shares of restricted common stock to certain PharmaNet executives in connection with the PharmaNet acquisition for approximately $8.9 million; and the issuance of 40,950 shares of common stock pursuant to the exercise of stock options which generated proceeds of approximately $468,000.
(3)	Reflects our sale of 3,102,000 shares of common stock in this offering assuming a public offering price of $39.90 per share, and our application of a portion of the net proceeds to us from the offering to reduce the amount of our outstanding term debt under our credit facility by $70 million.

The information in the preceding table does not give effect to:

_	3,086,445 shares of common stock potentially issuable upon conversion of our 2.25% convertible senior notes due 2024;
_	1,358,301 shares of common stock issuable upon the exercise of outstanding options having a weighted average exercise price of $15.43 per share as of September 30, 2004;
_	7,500 shares of common stock underlying outstanding options to purchase 7,500 shares of common stock at $8.59 per share and to purchase 3,750 warrants (exercisable at $10.24 per share) at $0.27 per warrant, which were issued to one of the underwriters of our initial public offering in October 2000;
_	461,148 additional shares of common stock available for issuance under our stock plan and our employee stock purchase plan as of September 30, 2004; and
_	up to 525,000 additional shares of common stock we have agreed to sell if the underwriters exercise in full their overallotment option.

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Selected consolidated financial data

The following table sets forth selected consolidated financial data that is qualified in its entirety by and should be read in conjunction with “Management’s discussion and analysis of financial condition and results of operations” and our consolidated financial statements and notes thereto appearing elsewhere or incorporated by reference in this prospectus. The financial data as of December 31, 2003, 2002 and 2001, and for each of the three years in the period ended December 31, 2003, have been derived from our audited consolidated financial statements for such periods as audited by Grant Thornton LLP. The financial data as of December 31, 2000 and 1999, and for each of the two years in the period ended December 31, 2000, have been derived from the audited consolidated financial statements for such periods that were audited by Kaufman, Rossin & Co. The financial data for the nine-month periods ended September 30, 2004 and 2003, is derived from our unaudited financial statements which are presented elsewhere or incorporated by reference in this prospectus, but has been prepared on the same basis as the audited consolidated financial statements and the notes thereto, which include, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the information for the unaudited interim periods. The operating results for the nine-month period ended September 30, 2004 may not be indicative of the operating results for the full year. Effective as of the close of business on May 19, 2004, we effected a three-for-two stock split that we paid in the form of a 50% stock dividend. All historical earnings per share numbers have been retroactively adjusted to reflect this stock split.

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Unaudited pro forma combined financial data

Unaudited pro forma combined financial information

The following unaudited pro forma financial information is presented for illustrative purposes only and does not purport to be indicative of our actual financial position or results of operations as of or for the dates thereof, or as of or for any other future date, and is not necessarily indicative of what our actual financial position or results of operations would have been had the acquisition been consummated on the above-referenced dates, nor does it give effect to (i) any transactions other than the issuance of the convertible senior notes, the acquisition and those transactions that are described in the notes to the unaudited pro forma financial information or (ii) our results of operations since September 30, 2004.

The assets acquired and liabilities assumed in connection with the PharmaNet acquisition were recorded at estimated fair values as determined by our management based on information currently available and on current assumptions as to future operations. We have allocated the purchase price based on preliminary estimates of the fair values of the acquired property, plant and equipment, and identified intangible assets, and their estimated remaining useful lives. Accordingly, the allocation of the purchase price and the assigned estimated useful lives are subject to revision, based on the final determination of appraised and other fair values, and related tax effects. The purchase price is also subject to adjustment based upon PharmaNet’s working capital on the closing date.

The unaudited pro forma information gives effect only to adjustments set forth in the accompanying notes thereto and does not reflect any anticipated future cost savings or other benefits as a result of the acquisition.

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