Footnote 2 — Acquisitions

2017 Activity

In January 2017, the Company acquired Smith Mountain Industries (“Smith Mountain”), a leading provider of premium home fragrance products, sold primarily under the WoodWick^® Candle brand, for a cash purchase price of approximately $100 million. Smith Mountain is included in the Live segment from the date of acquisition. This acquisition has been accounted for using the purchase method of accounting.

On April 3, 2017, the Company acquired Sistema Plastics, a leading New Zealand based manufacturer and marketer of innovative food storage containers with strong market shares and presence in Australia, New Zealand, U.K. and parts of continental Europe for a cash purchase price of approximately $460 million. In order to complete the acquisition in a timely manner, the cash purchase price was transferred in advance effective March 31, 2017. At March 31, 2017, the amount paid is included in other assets in the Condensed Consolidated Balance Sheets at March 31, 2017 and is included net cash provided by (used in) investing activities in the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017. This acquisition will be accounted for using the purchase method of accounting.

2016 Activity

On April 15, 2016, Jarden became a direct wholly-owned subsidiary of Newell Brands Inc., as a result of a series of merger transactions (the “Jarden Acquisition”). The Jarden Acquisition was effected pursuant to an Agreement and Plan of Merger, dated as of December 13, 2015 (the “Merger Agreement”), among the Company, Jarden and two wholly-owned subsidiaries of the Company. Following the Jarden Acquisition, the Company was renamed Newell Brands Inc. Jarden is a leading, global consumer products company with leading brands, such as Yankee Candle^®, Crock-Pot^®, FoodSaver^®, Mr. Coffee^®, Oster^®, Coleman^®, First Alert^®, Rawlings^® , Jostens^®, K2^®, Marker^®, Marmot^®, Volkl^® and many others. The Jarden Acquisition enables the Company to scale the enterprise with leading brands in global markets. The scale of the Company in key categories, channels and geographies enables it to deploy its strategy, which includes advantaged development and commercial capabilities, across a larger set of opportunities to generate accelerated growth and margin expansion. The Jarden Acquisition has been accounted for using the purchase method of accounting, and Jarden’s assets, liabilities and results of operations are included in the Company’s financial statements from the acquisition date. Adjustments made to the purchase price allocation during the three months ended March 31, 2017 primarily relate to goodwill and other intangible assets (see Footnote 8).

Pursuant to the Merger Agreement, each share of Jarden common stock was exchanged for 0.862 of a share of the Company’s common stock plus $21.00 in cash. The total merger consideration, including debt assumed, was approximately $18.7 billion. The aggregate consideration paid or payable to the Jarden shareholders and convertible note holders was approximately $15.3 billion and was comprised of a cash payment of approximately $5.4 billion, the issuance of 213.9 million common shares of the Company with a fair value of approximately $9.9 billion and accrued merger consideration of $627 million. The accrued merger consideration relates to approximately 9.1 million shares of the Company’s common stock that have not been issued and $222 million in cash that has not been paid as of March 31, 2017 for shares of Jarden common stock held by dissenting Jarden shareholders who exercised their dissenters’ appraisal rights and are seeking an appraisal of such shares.

The following unaudited pro forma financial information presents the combined results of operations of Newell Rubbermaid and Jarden for the three months ended March 31, 2016 as if the Jarden Acquisition had occurred on January 1, 2015. The unaudited pro forma financial information is not intended to represent or be indicative of the Company’s consolidated results of operations that would have been reported had the Jarden Acquisition been completed as of January 1, 2015 and should not be taken as indicative of the Company’s future consolidated results of operations. The Company expects to incur restructuring and other integration costs that are not included in the pro forma results of operations presented below. Pro forma adjustments are tax-effected at the Company’s estimated statutory tax rates.


(in millions, except per share data)	Three Months Ended March 31, 2016
Net sales	$	3,330.2
Net loss		(58.6	)
Loss per share:
Basic	$	(0.12	)
Diluted	$	(0.12	)

The unaudited pro forma financial information for the three months ended March 31, 2016 includes $51.9 million for the amortization of acquired intangibles from the Jarden Acquisition based on the preliminary purchase price allocation.