XML 47 R27.htm IDEA: XBRL DOCUMENT v3.21.1
Tax Receivable Agreements
12 Months Ended
Mar. 31, 2021
Tax Receivable Agreements [Abstract]  
Tax Receivable Agreements

20. Tax Receivable Agreements 

Upon the consummation of the Merger, we assumed obligations related to certain tax receivable agreements (collectively, the “tax receivable agreements”) entered into by the Joint Venture with its current and former owners.  Depending on whether the respective tax receivable agreements were assumed as part of the Merger or became effective as result of the Merger, the liabilities related to the tax receivable agreements are subject to differing accounting models as explained below.

Under the tax receivable agreements assumed in connection with the Merger, we are obligated to make payments to certain former stockholders as well as to affiliates of The Blackstone Group, Inc., some of whom are considered related parties. The cash payments made are equal to 85% of the applicable cash savings realized or expected to be realized for the applicable tax receivable agreements. As the payments are due to both current and former owners, we have separately presented the estimated aggregated payments due to related parties in future fiscal years in the table below.

 McKesson Tax Receivable Agreement

In connection with the closing of the Merger, we, along with the Joint Venture, the subsidiaries of McKesson that served as members of the Joint Venture and McKesson entered into a tax receivable agreement (the “McKesson Tax Receivable Agreement”). The McKesson Tax Receivable Agreement generally requires payment to affiliates of McKesson of 85% of certain cash tax savings realized (or, in certain circumstances, deemed to be realized) in periods ending on or after the date on which McKesson ceases to own at least 20% of the Joint Venture as a result of (i) certain amortizable tax basis in assets transferred to the Joint Venture at the Contribution Agreement Closing and (ii) imputed interest deductions and certain other tax attributes arising from payments under the McKesson Tax Receivable Agreement. 

Future Tax Receivable Agreement Payments

Based on facts and circumstances at March 31, 2021, we estimate the aggregate payments due under our tax receivable agreements in future fiscal years to be as follows: 





 

 

 

 

 

 

 

 

 

 

 

 



 

Related Party
Tax Receivable Agreements

 

McKesson
Tax Receivable Agreement

 

Other
Tax Receivable Agreements

 

Total

2022

 

$

10,766 

 

$

189 

 

$

10,457 

 

$

21,412 

2023

 

 

11,392 

 

 

24,748 

 

 

10,761 

 

 

46,901 

2024

 

 

10,626 

 

 

16,478 

 

 

10,295 

 

 

37,399 

2025

 

 

37,213 

 

 

20,052 

 

 

16,557 

 

 

73,822 

2026

 

 

46,623 

 

 

57,196 

 

 

19,350 

 

 

123,169 

Thereafter

 

 

63,323 

 

 

39,785 

 

 

49,777 

 

 

152,885 

Gross expected payments

 

 

179,943 

 

 

158,448 

 

 

117,197 

 

 

455,588 

Less: Amounts representing discount

 

 

(66,026)

 

 

 —

 

 

(35,917)

 

 

(101,943)

Total tax receivable agreement obligations

 

 

113,917 

 

 

158,448 

 

 

81,280 

 

 

353,645 

Less: Current portion due

 

 

(10,766)

 

 

(189)

 

 

(10,457)

 

 

(21,412)

Tax receivable agreement long-term obligations

 

$

103,151 

 

$

158,259 

 

$

70,823 

 

$

332,233 

The timing and/or amount of aggregate payments due may vary based on a number of factors, including the amount of net operating losses and income tax rates. The amount of aggregate payments shown above do not reflect any potential impacts from the UHG Transaction.