(2) Acquisition

On May 31, 2012, the Company completed the acquisition of Guilford Mills (“Guilford”), a privately-held portfolio company of Cerberus Capital Management, L.P., which manufactures fabrics for the automotive and specialty markets, for $246.1 million, net of cash acquired and excluding purchase price adjustments of $3.6 million. In addition, the Company incurred transaction costs related to advisory services of $0.3 million and $4.5 million in the three and nine months ended September 29, 2012, respectively, which have been expensed as incurred. Guilford is headquartered in Wilmington, North Carolina and has annual sales of approximately $400 million with operations in North America, Europe and Asia.

The Guilford acquisition was accounted for as a purchase, and accordingly, the assets acquired and liabilities assumed are included in the accompanying condensed consolidated balance sheet as of September 29, 2012. The operating results and cash flows of Guilford are included in the accompanying condensed consolidated financial statements from the date of acquisition. The preliminary purchase price and related allocation are shown below (in millions):


Purchase price paid to former owner, net of cash acquired	$	246.1
Purchase price adjustments		(3.6	)

Net purchase price	$	242.5


Property, plant and equipment	$	93.0
Other assets purchased and liabilities assumed, net		(5.8	)
Goodwill		102.3
Intangible assets		53.0

Preliminary purchase price allocation	$	242.5

Intangible assets include provisional amounts recognized for the fair value of customer-based and technology-related assets. It is currently estimated that these intangible assets have a weighted average useful life of approximately eight years.

The purchase price and related allocation are preliminary and will be revised as a result of adjustments made to the purchase price, additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities, revisions of provisional estimates of fair values, including, but not limited to, the completion of independent appraisals and valuations related to property, plant and equipment and intangible assets, and certain tax attributes.

As of the acquisition date, the Company had amounts payable to Guilford of $8.9 million for purchases of raw materials. As a result of the acquisition, these amounts payable were effectively settled at carrying value, which approximated fair value. The purchase price paid to the former owner discussed above excludes cash paid to settle this pre-existing relationship.

The pro forma effects of this acquisition would not materially impact the Company’s reported results for any period presented.