XML 52 R31.htm IDEA: XBRL DOCUMENT v2.4.0.8
Business Combination (Tables)
 12 Months Ended
Dec. 31, 2013
Business Combinations [Abstract]  
Components of consideration transferred
The purchase price of Sealy consisted of the following items:
(in millions)
 
 
Cash consideration for stock
$
231.2

(1) 
Cash consideration for share-based awards
14.2

(2) 
Cash consideration for 8.0% Sealy Notes
442.1

(3) 
Cash consideration for repayment of Sealy Senior Notes
260.7

(4) 
Cash consideration for repayment of Sealy 2014 Notes
276.9

(5) 
Total consideration
1,225.1

 
Cash acquired
(52.2
)
(6) 
Net consideration transferred
$
1,172.9

 
(1)
The cash consideration for outstanding shares of Sealy common stock is the product of the agreed-upon cash per share price of $2.20 and total Sealy shares of 105.1 million.
(2)
The cash consideration for share-based awards is the product of the agreed-upon cash per share price of $2.20 and the total number of RSUs and DSUs outstanding and the “in the money” stock options net of the weighted average exercise price.
(3)
The cash consideration for Sealy’s 8.0% Senior Secured Third Lien Convertible Notes due 2016 (“8.0% Sealy Notes”) is the result of applying the adjusted equity conversion rate to the 8.0% Sealy Notes tendered for conversion and multiplying the result by the agreed-upon cash per share price of $2.20. The 8.0% Sealy Notes that were converted represented the right to receive the same merger consideration that would have been payable to a holder of 201.0 million shares of Sealy common stock, subject to adjustment in accordance with the terms of the supplemental indenture governing the 8.0% Sealy Notes. 
(4)
The cash consideration for Sealy’s 10.875% Senior Notes due 2016 (“Sealy Senior Notes”) reflects the repayment of the outstanding obligation.
(5)
The cash consideration for Sealy’s 8.25% Senior Subordinated Notes due 2014 (“Sealy 2014 Notes”) reflects the repayment of the outstanding obligation.
(6)
Represents the Sealy cash balance acquired at acquisition.
Components of preliminary purchase price allocation
The components of the preliminary purchase price allocation are as follows:
(in millions)
 
Accounts receivable
$
185.0

Inventory
75.1

Prepaid expenses and other current assets
22.8

Accounts payable
(77.9
)
Accrued expenses
(137.2
)
Property, plant and equipment
242.9

Other assets
32.6

Identifiable intangible assets:
 
Indefinite-lived trade names
521.2

Contractual retailer/distributor relationships
91.1

Developed technology, including patents
87.1

Customer databases
3.9

Optimum™ trade name
2.3

Deferred income taxes, net
(232.8
)
Sealy 8.0% Notes
(96.2
)
Redeemable non-controlling interest
(11.3
)
Other liabilities
(77.5
)
Goodwill
541.8

Net consideration transferred
$
1,172.9
Preliminary valuation and amortization period of identifiable intangible assets
The table below sets forth the preliminary valuation and amortization period of identifiable intangible assets:
(in millions)
Preliminary Valuation
 
Amortization Period
Identifiable intangible assets:
 
 
 
Trade names
$
521.2

 
Indefinite
Contractual retailer/distributor relationships
91.1

 
15 years
Developed technology, including patents
87.1

 
10 years
Customer databases
3.9

 
5 years
Optimum™ trade name
2.3

 
5 years
Total
$
705.6

 
 
Pro forma information
The following unaudited pro forma information presents the combined financial results for the Company and Sealy as if the Sealy Acquisition had been completed at the beginning of the Company’s prior year, January 1, 2012. Prior to the Sealy Acquisition, Sealy used a 52-53 week fiscal year ending on the closest Sunday to November 30, but no later than December 2. The pro forma financial information set forth below for the year ended December 31, 2013 includes Sealy’s pro forma information for the combined twelve month period from December 3, 2012 through March 3, 2013 and April 1, 2013 through December 29, 2013 and the twelve month period November 28, 2011 through December 2, 2012, respectively.
 
 
Year Ended
 
 
December 31,
(in millions, except earnings per common share)
 
2013
 
2012
Net sales
 
$
2,757.2

 
$
2,750.8

Net income
 
$
90.9

 
$
51.2

Earnings per common share – Diluted
 
$
1.49

 
$
0.81