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Business Acquisitions (Tables)
 6 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The acquisition date fair value of the consideration transferred consisted of the following:
(In millions, except per share data)
 
Estimated Consideration
Total Covetrus shares issued to Vets First Choice shareholders (a)
 
39,041,070
Per share price (in actuals) (b)
 
$
43.05

Total fair value of shares issued to Vets First Choice shareholders
 
$
1,681

Fair value of Vets First Choice replacement stock option awards attributable to pre-acquisition service
 
62

Vets First Choice debt repaid at close
 
24

Vets First Choice expenses paid at close
 
18

Less: Vets First Choice cash used to fund transaction
 
(9
)
Total consideration
 
$
1,776

 
 
 
(a) Amount reflects shares expected to be canceled
(b) Closing price on February 7, 2019, Covetrus shares trading on a when-issued basis (Nasdaq: CVET)
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed:
(In millions)
 
Estimated Fair Value
Fair value of net assets acquired
 
$
14

Goodwill
 
1,328

Intangible assets
 
545

Deferred tax liabilities
 
(111
)
Total acquisition cost
 
$
1,776
Business Acquisition, Pro Forma Information
The following unaudited pro forma financial information presents the results of operations for the three and six months ended June 30, 2019 and 2018, as if the Acquisition had occurred as of December 31, 2017. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for transaction costs incurred, management fees, and purchase accounting. The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the Acquisition been consummated on December 31, 2017:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions, except per share data)
 
2019
 
2018
 
2019
 
2018
Net sales
 
$
1,009

 
$
1,056

 
$
1,974

 
$
2,048

Net loss
 
(10
)
 
(7
)
 
(33
)
 
(20
)
Net loss attributable to Covetrus
 
(10
)
 
(7
)
 
(33
)
 
(20
)
Loss per common share:
 
 
 
 
 
 
 
 
Basic
 
$
(0.09
)
 
$
(0.10
)
 
$
(0.32
)
 
$
(0.28
)
Diluted
 
$
(0.09
)
 
$
(0.10
)
 
$
(0.32
)
 
$
(0.28
)