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ACQUISITIONS AND DISPOSITIONS
12 Months Ended
Oct. 31, 2013
ACQUISITIONS AND DISPOSITIONS  
ACQUISITIONS AND DISPOSITIONS

4. ACQUISITIONS AND DISPOSITIONS

 

In September 2013, the company acquired Bauer Built Manufacturing Inc., a manufacturer of planters located in Paton, Iowa, for approximately $84 million. The fair values assigned to the assets and liabilities related to the acquired entity were approximately $9 million of receivables, $11 million of inventories, $25 million of property and equipment, $13 million of goodwill, $26 million of identifiable intangible assets, $1 million of other assets and $1 million of liabilities. The identifiable intangibles were primarily related to technology, a non-compete contract, customer relationships and a trademark, which have amortization periods with a weighted-average of seven years. The entity was consolidated and the results of these operations have been included in the company’s consolidated financial statements in the agriculture and turf segment since the date of acquisition. The pro forma results of operations as if the acquisition had occurred at the beginning of the current or comparative fiscal year would not differ significantly from the reported results.

 

In October 2013, the company entered into an investment agreement with a private equity investment firm affiliated with Clayton, Dubilier & Rice, LLC (CD&R) for the sale of 60 percent of its subsidiary John Deere Landscapes LLC (Landscapes). Landscapes is included in the company’s agriculture and turf segment and distributes irrigation equipment, nursery products and landscape supplies, including seed, fertilizer and hardscape materials, primarily to landscape service professionals. The sale is a result of the company’s intention to invest its resources in growing its core businesses. The 60 percent sale for approximately $300 million proceeds includes a $174 million equity contribution from CD&R and third party debt to be raised by Landscapes. The equity contribution is in the form of newly issued cumulative convertible participating preferred units representing 60 percent of the voting rights (on an as converted basis), which will rank senior to the company’s common stock as to dividends. The preferred units have an initial liquidation preference of $174 million and will accrue dividends at a rate of 12 percent per annum. The liquidation preference will be subject to the company’s rights under the stockholders agreement. Due to preferred dividend payment in additional preferred shares over the first two years, CD&R’s ownership will increase over the two-year period. The company will retain initially 40 percent of the Landscapes business in the form of common stock and report the results as an equity investment in unconsolidated affiliates. The fair value of the company’s 40 percent equity investment to be retained was approximately $80 million at October 31, 2013.

 

The major classes of the total consolidated assets and liabilities of the Landscapes business that were classified as held for sale at October 31 were as follows in millions of dollars:

 

 

 

 

 

 

 

2013

 

 

 

 

 

Trade accounts and notes receivables – net

 

$

153

 

Inventories

 

219

 

Property and equipment – net

 

37

 

Goodwill

 

106

 

Other intangible assets – net

 

25

 

Other assets

 

10

 

Asset impairment

 

(45

)

Total assets held for sale

 

$

505

 

Accounts payable and accrued expenses, and

 

 

 

Total liabilities held for sale

 

$

120