Acquisitions

On March 14, 2017, the Company completed the acquisition of Packaging Holdings, Inc. and subsidiaries, including Peninsula Packaging LLC ("Packaging Holdings"), for $217,489, net of cash acquired. Final consideration will be subject to a working capital adjustment. Packaging Holdings manufactures thermoformed packaging for a wide range of whole fresh fruits, pre-cut fruits and produce, prepared salad mixes, as well as baked goods in retail supermarkets from five manufacturing facilities, including four in the United States and one in Mexico. The Company financed the transaction with a combination of cash and borrowings from a $150,000, three-year term loan.

The fair values of the assets acquired and liabilities assumed in connection with the acquisition of Packaging Holdings are as follows:



Trade accounts receivable	$	14,142
Inventories	42,924
Property, plant and equipment	53,787
Goodwill	67,951
Other intangible assets	61,490
Trade accounts payable	(22,286		)
Other net tangible assets /(liabilities)	(519		)
Net assets	$	217,489

As the acquisition of Packaging Holdings was completed near the end of the first quarter, the allocation of the purchase price reported in the Company's Quarterly Report on Form 10-Q for the period ended April 2, 2017, was based on provisional estimates of the fair value of the tangible and intangible assets acquired and liabilities assumed. During the second quarter of 2017, the Company continued to finalize its valuations of certain assets and liabilities based on new information obtained about facts and circumstances that existed as of the acquisition date. Management is continuing to finalize its valuation of certain assets and liabilities including, but not limited to: inventory; property, plant and equipment; other intangible assets; deferred income taxes; and capital leases. Management expects to complete its valuations in the third quarter of 2017. Factors comprising goodwill, of which approximately $30,500 is expected to be deductible for income tax purposes, include increased access to certain markets as well as the value of the assembled workforce. Packaging Holding's financial results are included in the Company's Consumer Packaging segment and the business will operate as the Peninsula brand of thermoformed packaging products within the Company's global plastics division.

The Company has accounted for this acquisition as a business combination under the acquisition method of accounting, in accordance with the business combinations subtopic of the Accounting Standards Codification and has included its results of operations in the Company’s Condensed Consolidated Statements of Income from the date of acquisition. The Company does not believe the Packaging Holdings acquisition is an individually material transaction subject to the supplemental pro-forma information required by ASC 805. Accordingly, this information is not presented herein.

On July 24, 2017, subsequent to quarter end, the Company completed the acquisition of Clear Lam Packaging, Inc. ("Clear Lam"), a manufacturer of flexible and forming plastic packaging films with production facilities in Elk Grove Village, IL. and Nanjing, China, for approximately $170,000 in cash. Clear Lam manufacturers high barrier flexible and forming films used to package a variety of products for consumer packaged goods companies, retailers and other industrial manufacturers, with a focus on structures used for perishable foods. The Company financed the transaction with a combination of borrowings from a new term loan and available short-term credit facilities.

During the six-month period ended July 2, 2017, the Company updated its valuations of the assets and liabilities acquired in conjunction with the 2016 acquisitions of Plastic Packaging Inc. (“PPI”) and Laminar Medica (“Laminar”) based on information obtained about facts and circumstances that existed as of their respective acquisition dates. As a result, measurement period adjustments were made to the previously disclosed provisional fair values of PPI's net assets that increased identifiable intangibles by $1,400, increased property, plant and equipment by $400, increased the deferred tax liability by $1,085, and decreased goodwill by $715. The measurement period adjustments to the previously disclosed provisional fair values of Laminar's net assets increased goodwill by $161 and decreased property, plant and equipment by $161.

Acquisition-related costs of $945 and $822 were incurred during the three months ended July 2, 2017 and July 3, 2016, respectively, and $5,270 and $1,148 during the six months ended July 2, 2017 and July 3, 2016, respectively. Acquisition-related costs consist primarily of legal and professional fees and are included in "Selling, general and administrative expenses" in the Company's Condensed Consolidated Statements of Income.