2. Acquisition

Jos. A. Bank

On June 18, 2014, we acquired 100% of the outstanding common stock of Jos. A. Bank, a men’s specialty apparel retailer, for $65.00 net per share in cash, or total consideration of approximately $1.8 billion. The acquisition was funded primarily by a $1.1 billion term loan facility, the issuance of $600.0 million in senior unsecured notes and borrowings under an asset-based credit facility (see Note 4).

We incurred integration costs related to Jos. A. Bank totaling $5.8 million for the three months ended May 2, 2015 which is included in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of earnings.

The following table summarizes the preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed in the Jos. A. Bank acquisition as of June 18, 2014 and measurement period adjustments since the date of acquisition (amounts in millions):

							Adjusted
	Preliminary			Measurement			preliminary
	valuation at			period			valuation at
	August 2, 2014			adjustments			May 2, 2015
Cash	$	328.9		$	—		$	328.9
Accounts receivable (mainly credit card receivables)	7.1			1.2			8.3
Inventories	379.3			(50.5		)	328.8
Other current assets	29.3			27.1			56.4
Property and equipment	174.8			(9.5		)	165.3
Goodwill	744.7			23.9			768.6
Intangible assets	621.2			1.0			622.2
Accounts payable, accrued expenses and other current liabilities	(177.0		)	21.6			(155.4		)
Other liabilities (mainly deferred income taxes)	(288.0		)	(14.8		)	(302.8		)

Total purchase price	1,820.3			—			1,820.3

Less: Cash acquired	(328.9		)				(328.9		)

Total purchase price, net of cash acquired	$	1,491.4					$	1,491.4

The current estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, that may result in further adjustments to the adjusted preliminary values presented above, when management’s appraisals and estimates are finalized.

Goodwill is calculated as the excess of the purchase price over the net assets acquired. The goodwill recognized is attributable to growth opportunities and expected synergies. All of the goodwill has been assigned to our retail reporting segment and is non-deductible for tax purposes.

The following table presents unaudited pro forma consolidated financial information as if the closing of our acquisition of Jos. A. Bank had occurred on February 3, 2013 (in thousands, except per share data):

	For the Three
	Months Ended
	May 3, 2014
Total net sales	$	847,896

Net earnings attributable to common shareholders	$	20,197

Net earnings per common share attributable to common shareholders:
Basic	$	0.42

Diluted	$	0.42

The pro forma financial information presented above has been prepared by combining our historical results and the historical results of Jos. A. Bank and further reflects the effect of purchase accounting adjustments and the elimination of transaction costs, among other items. This pro forma information is not necessarily indicative of the results of operations that actually would have resulted had the Jos. A. Bank acquisition occurred on the date indicated above or that may result in the future and does not reflect potential synergies, integration costs or other such costs and savings.