Fair Value Measurements | Fair Value Measurements The Company records certain assets and liabilities at fair value on a recurring and nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a fair value hierarchy that gives highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest level to unobservable inputs. The inputs used to measure fair value are classified into the following fair value hierarchy: • Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company can access at the measurement date. • Level 2 - Observable inputs other than quoted prices in Level 1, including (i) quoted prices for similar assets and liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active and (iii) observable inputs for the assets or liabilities other than quoted market prices. • Level 3 - Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. This includes assets and liabilities determined using pricing models, discounted cash flow methodologies or similar techniques reflecting the Company’s own assumptions. Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis: As of March 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments $ 2,086 $ — $ 221,582 $ 223,668 Derivative instruments — 593 — 593 Total assets $ 2,086 $ 593 $ 221,582 $ 224,261 Liabilities Contingent consideration $ — $ — $ 8,134 $ 8,134 Derivative instruments — 108,667 — 108,667 Recapitalization investment portfolio liability — — 171,616 171,616 Total liabilities $ — $ 108,667 $ 179,750 $ 288,417 As of December 31, 2019 Level 1 Level 2 Level 3 Total Assets Investments $ 1,895 $ — $ 248,453 $ 250,348 Total assets $ 1,895 $ — $ 248,453 $ 250,348 Liabilities Contingent consideration $ — $ — $ 9,489 $ 9,489 Recapitalization investment portfolio liability — — 191,678 191,678 Total liabilities $ — $ — $ 201,167 $ 201,167 Fair Value Investments The following table summarizes the Company’s quantitative information about the fair value measurements of Auven Therapeutics Holdings, L.P. (“Auven”) and venBio Global Strategic Fund, L.P. at the dates indicated: Quantitative Information About Level 3 Fair Value Measurements for March 31, 2020 Description Fair Value Valuation Technique Unobservable Input Range of Rates Fair value option investments $216,204 Market evaluation/pricing models Discount for lack of marketability 12.5% - 32.5% Recent acquisition transactions Discount for lack of control 20.0% - 35.0% Quantitative Information About Level 3 Fair Value Measurements for December 31, 2019 Description Fair Value Valuation Technique Unobservable Input Range of Rates Fair value option investments $243,067 Market evaluation/pricing models Discount for lack of marketability 10.0% - 30.0% Recent acquisition transactions Discount for lack of control 20.0% - 35.0% The Company also holds an equity investment in a publicly traded late-stage clinical biopharmaceutical company which it classifies within Level 1 of the fair value hierarchy due to the active market with quoted prices for this investment. See Note 7, “Investments,” of the Company’s audited consolidated financial statements included in the 2019 Annual Report on Form 10-K for additional information on the Company’s investments. Changes in fair value of the Company’s investments measured on a recurring basis using significant unobservable inputs (Level 3) were as follows: 2020 2019 Balance as of January 1, $ 248,453 $ 256,124 Recognized fair value loss (27,323 ) (9,509 ) Cash distributions received (93 ) (101 ) Capital contributions paid 545 999 Balance as of March 31, $ 221,582 $ 247,513 Included within the Company’s investments are limited partner interests in Auven, an investment partnership organized for the purpose of identifying, acquiring and investing in a diversified portfolio of novel therapeutic product candidates. As of March 31, 2020 and 2019 , the Company owned 32.7% of the outstanding limited partnership interests. For the three months ended March 31, 2020 and 2019 , the total net investment loss, which includes realized and unrealized losses/gains, net of expenses and investment income, for Auven was $134.6 million and $83.4 million , respectively. Recapitalization Investment Portfolio Liability Changes in fair value of the recapitalization investment portfolio liability measured on a recurring basis using significant unobservable inputs (Level 3) were as follows: 2020 2019 Balance as of January 1, $ 191,678 $ 198,524 Recapitalization investment portfolio consideration change in value (20,062 ) (10,628 ) Balance as of March 31, $ 171,616 $ 187,896 Contingent Consideration Changes in fair value of the contingent consideration measured on a recurring basis using significant unobservable inputs (Level 3) were as follows: 2020 2019 Balance as of January 1, $ 9,489 $ — Change in contingent consideration fair value (1,355 ) — Balance as of March 31, $ 8,134 $ — Fair Value of Financial Instruments The Company estimated the fair value of its financial instruments using available market information. The estimate of fair value has been determined based on the fair value hierarchy for U.S. GAAP. The following table presents information about the carrying value and estimated fair value of the Company’s financial instruments on the dates set forth below: March 31, 2020 December 31, 2019 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Assets: Cash and cash equivalents $ 738,364 $ 738,364 $ 345,187 $ 345,187 Liabilities: Term Loan and Revolving Credit Facility 3,238,323 2,824,735 3,096,429 3,111,911 OpCo Notes 1,125,000 1,151,066 1,125,000 1,164,566 Initial HoldCo Notes — — 550,000 559,873 Additional HoldCo Notes — — 900,000 915,120 Other debt 3,843 3,843 5,707 5,707 Cash and Cash Equivalents - The carrying amount approximates fair value due to the short-term maturity of these financial instruments (less than three months). The Company considers the fair value of cash and cash equivalents to be a Level 1 classification within the fair value hierarchy. Term Loan and Revolving Credit Facility - The estimated fair value of the Term Loan is based on recently reported market transactions and prices for identical or similar financial instruments obtained from a third-party pricing source. The estimated fair value of the Revolving Credit Facility approximates its fair value due to the variable interest rates associated with it. The Company considers the fair value of the Term Loan and Revolving Credit Facility to be a Level 2 classification within the fair value hierarchy. OpCo Notes and HoldCo Notes - The estimated fair value of the $1,125.0 million outstanding 6.375% senior unsecured notes issued by Jaguar Holding Company II and Pharmaceutical Product Development, LLC, both wholly-owned indirect subsidiaries of the Company (the “OpCo Notes”), is based on recently reported market transactions and prices for identical or similar financial instruments obtained from a third-party pricing source. The Company considers the fair value of the OpCo Notes to be a Level 2 classification within the fair value hierarchy. The estimated fair value of the Company’s previously outstanding HoldCo Notes were determined in the same manner as the OpCo Notes. Other Debt - The carrying amount of other debt approximates fair value due to the nature of the obligation. The Company considers the fair value of other debt to be a Level 2 classification within the fair value hierarchy. |