Sky Growth Merger (Sky Growth Merger [Member])

9 Months Ended

Sep. 30, 2014

Sky Growth Merger [Member]

Business Acquisition [Line Items]

Acquisition

Sky Growth Merger:

The Transactions

We were acquired at the close of business on September 28, 2012 through the Merger. Holdings and its wholly-owned subsidiaries were formed by affiliates of TPG solely for the purposes of completing the Merger and the related transactions. At the time of the Merger, each share of our common stock issued and outstanding immediately prior to the close of the Merger was converted into the right to receive cash. Aggregate consideration tendered at September 28, 2012 was for 100% of the equity of the Company. Subsequent to the Merger, we became an indirect, wholly owned subsidiary of Holdings.

The Merger was accounted for as a purchase business combination in accordance with ASC 805, "Business Combinations," ("ASC 805") whereby the purchase price paid to effect the Merger was allocated to recognize the acquired assets and liabilities assumed at fair value. The acquisition method of accounting uses the fair value concept defined in ASC 820, Fair Value Measurements and Disclosures ("ASC 820").

Transactions with Manager

In connection with the Merger and the related transactions, the Company entered into a management services agreement with an affiliate of TPG (the “Manager”). Pursuant to the agreement, in exchange for on-going consulting and management advisory services, the Manager receives an annual monitoring fee paid quarterly equal to 1% of EBITDA as defined under the Company’s senior secured credit facilities. There is an annual cap of $4 million for this fee. The Manager also receives reimbursement for out-of-pocket expenses incurred in connection with services provided pursuant to the agreement. The Company recorded an expense of $1,258 thousand for the three months ended September 30, 2014 and an expense of $1,023 thousand for the three months ended September 30, 2013 for consulting and management advisory service fees. The Company recorded an expense of $3,072 thousand for the nine months endedSeptember 30, 2014 and an expense of $2,417 thousand for the nine months endedSeptember 30, 2013 for consulting and management advisory service fees. These expenses are included in selling, general and administrative expenses in the condensed consolidated statements of operations.