Merger, Acquisitions, and Divestitures (Tables)

9 Months Ended

Oct. 01, 2022

Business Combination and Asset Acquisition [Abstract]

Summary of Total Consideration

The calculation of the total consideration paid follows (in thousands, except share data and closing price):

	Consideration
Common shares purchased	65,613,349
Common share closing price	$	24.65
Merger consideration, common shares purchased	$	1,617,369
Effective settlement of pre-existing relationships	128,721
Total merger consideration	1,746,090
Fair value of common shares previously held by CD&R and other adjustments(1)	1,526,591
Total equity value	$	3,272,681

(1)    Consists of 61.9 million common shares, with shares rolled over or acquired by Camelot Parent.

Schedule of Estimated Fair Value of Assets and Liabilities Assumed from Acquisition

The following table summarizes the fair value of net assets acquired (in thousands):

	Fair Value
Merger consideration	$	1,746,090
Fair value of common shares previously held by CD&R and other adjustments	1,526,591
Total equity value	$	3,272,681
Cash and cash equivalent	$	1,107,377
Accounts receivable	794,341
Inventories	738,744
Property, plant and equipment	572,050
Lease right-of-use assets	252,262
Goodwill	1,660,488
Intangible assets	2,610,685
Other assets	121,255
Total assets acquired	7,857,202
Accounts payable	352,870
Accrued liabilities	622,995
Long-term debt	2,443,954
Long-term lease liabilities	252,262
Deferred income tax liabilities	626,904
Other liabilities	285,536
Total liabilities assumed	4,584,521
Net assets acquired	$	3,272,681

The following table summarizes the final fair value of net assets acquired (in thousands):

	Fair Value
Cash	$	19,594
Accounts receivable	20,515
Inventories	66,420
Property, plant and equipment	24,184
Lease right of use assets	37,964
Trade name and customer relationship intangibles	97,560
Goodwill	42,870
Other assets	1,466
Total assets acquired	310,573
Accounts payable and other liabilities assumed	57,163
Lease liabilities	37,964
Deferred income taxes	1,247
Total liabilities assumed	96,374
Net assets acquired	$	214,199

	Fair Value
Cash	$	2,838
Accounts receivable	16,956
Inventories	15,392
Property, plant and equipment	18,300
Lease right of use assets	21,849
Trade name and customer relationship intangibles	137,660
Goodwill	110,417
Other assets	2,556
Total assets acquired	325,968
Accounts payable and other liabilities assumed	34,861
Lease liabilities	20,173
Deferred income taxes	33,221
Total liabilities assumed	88,255
Net assets acquired	$	237,713

Summary of Acquired Identifiable Intangible Assets

The provisional fair value and weighted average estimated useful life of identifiable intangible assets consists of the following (in thousands):

	Fair Value		Weighted Average Useful Life (in years)
Customer relationships	$	2,088,548	13
Trade names and other	522,137		13
Total	$	2,610,685

Business Acquisition, Pro Forma Information

The following table provides unaudited supplemental pro forma results for the acquisitions that occurred by January 1, 2021 (in thousands, except for per share data):

	Period from July 4, 2021 through October 2, 2021		Period from January 1, 2021 through October 2, 2021
Net sales	$	1,542,620	$	4,444,531
Net income applicable to common shares	613,978		631,856
Net income per common share:
Basic	$	4.87	$	5.02
Diluted	$	4.83	$	4.99