Divestitures and Acquisitions

6 Months Ended

Jun. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Divestitures

Embalagens Ltda.

On August 1, 2017, we entered into an agreement to sell our polystyrene food tray business in Guarulhos, Brazil for a gross purchase price of R$26.9 million (or $8.2 million as of the closing date of March 19, 2018). The purchase price was subject to working capital, cash and debt adjustments, which were finalized in the fourth quarter of 2018 for R$1.6 million (or $0.4 million). For the three and six months ended June 30, 2018, the Company recognized an immaterial net loss and a net gain on the sale of $1.0 million, respectively, within other income (expense), net on the Condensed Consolidated Statements of Operations.

Acquisitions

Automated Packaging Systems, Inc.

On May 1, 2019, the Company announced it signed a definitive agreement to acquire Automated Packaging Systems, Inc. (APS), a leading manufacturer of high-reliability, automated bagging systems, for $510.0 million, net of cash acquired and debt assumed. Approximately $60 million of the $510 million purchase price will be paid to APS’s European employees in accordance with a deferred incentive compensation plan.

The transaction closed on August 1, 2019.

Other Activity

During the second quarter of 2019, Food Care had acquisition activity resulting in a total purchase price paid of $23.4 million. The Company allocated the consideration transferred to the fair value of assets acquired and liabilities assumed, resulting in an allocation to goodwill of $6.0 million for the acquisition activity. Identifiable intangible assets acquired were not material.

AFP, Inc.

On August 1, 2018, the Company acquired AFP, Inc., a leading, privately held fabricator of foam, corrugated, molded pulp and wood packaging solutions, to join its Product Care division. This acquisition further expands our protective packaging

solutions in the electronics, transportation and industrial markets with custom-engineered applications. We acquired 100% of AFP shares for an estimated consideration of $74.1 million, excluding cash acquired of $3.3 million.

The following table summarizes the consideration transferred to acquire AFP and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed.



	Preliminary Allocation		Measurement Period			Revised Preliminary Allocation
(In millions)	As of August 1, 2018		Adjustments			As of June 30, 2019
Total consideration transferred	$	70.8	$	3.3		$	74.1

Assets:
Cash and cash equivalents	2.9		0.4			3.3
Trade receivables, net	30.8		—			30.8
Inventories, net	7.1		—			7.1
Prepaid expenses and other current assets	0.7		—			0.7
Property and equipment, net	3.5		(0.4		)	3.1
Identifiable intangible assets, net	18.6		0.7			19.3
Goodwill	21.6		1.1			22.7
Other non-current assets	0.7		(0.4		)	0.3
Total assets	$	85.9	$	1.4		$	87.3
Liabilities:
Current portion of long-term debt	—		0.1			0.1
Accounts payable	13.8		(2.2		)	11.6
Other current liabilities	1.3		—			1.3
Long-term debt, less current portion	—		0.2			0.2
Total liabilities	$	15.1	$	(1.9	)	$	13.2

The following tables summarizes the identifiable intangible assets, net and their useful life.



	Amount		Useful life
	(in millions)		(in years)
Customer relationships	$	14.9	11
Trademarks and tradenames	4.4		5
Total intangible assets with definite lives	$	19.3