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Acquisitions
3 Months Ended
Mar. 31, 2024
Business Combinations [Abstract]  
Acquisitions
10.
Acquisitions

 

On October 13, 2022, the Company acquired all of the issued and outstanding shares of capital stock of Hero Cosmetics, Inc. ("Hero"), the developer of the HERO® brand which includes the MIGHTY PATCH® acne treatment products (the “Hero Acquisition”). The Company paid $546.8, net of cash acquired, at closing, and deferred an additional cash payment of $8.0 for five years to satisfy certain indemnification obligations, if necessary. The Company also issued $61.5 of restricted stock which will be recognized as compensation expense as the vesting requirements for individuals who received the restricted stock, and will continue to be employed by the Company, are satisfied at various dates over a three-year period from the date of the acquisition, with 213,719 vesting in April of 2024. Hero’s annual net sales for the year ended December 31, 2022 were approximately $179.0. The Hero Acquisition was financed with cash on hand and commercial paper borrowings and is managed in the Consumer Domestic segment. In the first quarter of 2023, the Company made a net cash payment of $3.5 primarily associated with final working capital adjustments.

The fair values of the net assets at acquisition are set forth as follows:

 

Accounts receivable

$

19.5

 

Inventory

 

25.4

 

Other current assets

 

1.2

 

Property, plant and equipment

 

0.4

 

Trade name

 

400.0

 

Other intangible assets

 

71.9

 

Goodwill

 

156.1

 

Accounts payable and accrued expenses

 

(1.1

)

Deferred and Other Long-term Liabilities

 

(1.4

)

Deferred income taxes

 

(117.2

)

Business acquisition liabilities - long-term

 

(8.0

)

Cash purchase price (net of cash acquired)

$

546.8

 

 

The trade name and other intangible assets were valued using a discounted cash flow model. The trade name and other intangible assets recognized from the Hero Acquisition have useful lives which range from 10 - 20 years. The goodwill is a result of expected synergies from combined operations of the acquired business and the Company. Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results. The goodwill and other intangible assets associated with the Hero Acquisition are not deductible for U.S. tax purposes.