Acquisitions

3 Months Ended

Apr. 02, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

SipWell Acquisition

On December 30, 2021, Eden Springs Netherlands B.V., a wholly owned subsidiary of the Company ("Eden"), completed the acquisition of Sip-Well NV, the leading distributor of water solutions in Belgium (the "SipWell Acquisition"). The total cash consideration paid by Eden in the SipWell Acquisition was $53.1 million, subject to adjustments for any non-permitted leakage since a locked box date. The SipWell Acquisition was funded through a combination of incremental borrowings under the Company’s Revolving Credit Facility and cash on hand.

The SipWell Acquisition strengthens the Company's presence in Western and Central Europe. The Company has accounted for this transaction as a business combination which requires that assets acquired and liabilities assumed be measured at their acquisition date fair values.

A preliminary allocation of the total cash consideration paid of $53.1 million has been made to the major categories of assets acquired and liabilities assumed based on management's estimates of their fair values as of the acquisition date. The excess of the purchase price over the aggregate fair values was recorded as goodwill.

The table below presents the preliminary total cash consideration allocation of the estimated acquisition date fair values of the assets acquired and liabilities assumed:

(in millions of U.S. dollars)	Originally Reported		Measurement Period Adjustments		Acquired Value
Cash and cash equivalents	$	6.8	$	—	$	6.8
Accounts receivable	1.3		0.4		1.7
Inventory	0.1		—		0.1
Prepaid expenses and other current assets	0.2		—		0.2
Property, plant and equipment	21.7		(3.0)		18.7
Operating lease right-of-use-assets	0.4		1.1		1.5
Goodwill	38.1		(0.4)		37.7
Intangible assets	20.0		—		20.0
Current maturities of long-term debt	(1.6)		0.8		(0.8)
Accounts payable and accrued liabilities	(9.9)		—		(9.9)
Current operating lease obligations	(0.4)		(0.3)		(0.7)
Long-term debt	(17.7)		2.2		(15.5)
Operating lease obligations	—		(0.8)		(0.8)
Deferred tax liabilities	(5.9)		—		(5.9)
Total	$	53.1	$	—	$	53.1

Measurement period adjustments recorded during the three months ended April 2, 2022 include an adjustment to accounts receivable based on a review of the fair value and adjustments to operating and financing lease right-of-use assets and obligations based on a review of acquired leases. The measurement period adjustments did not have a material effect on our results of operations in prior periods.

The assets and liabilities acquired with the SipWell Acquisition are recorded at their estimated fair values per preliminary valuations and management estimates and are subject to change when formal valuations and other studies are finalized. Estimated fair values for deferred tax balances are preliminary and are also subject to change based on the final valuation results. In addition, consideration for potential loss contingencies are still under review.