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Acquisition
3 Months Ended
Mar. 27, 2026
Business Combination [Abstract]  
Acquisition Acquisitions
On February 6, 2026, we entered into an Asset Purchase Agreement (the "APA") to acquire select assets of Del Monte Foods Corporation II Inc. and its affiliates ("Del Monte Foods") following a court-supervised bankruptcy auction process under Section 363 of the U.S. Bankruptcy Code which closed on March 19, 2026 (the "Closing Date"). Per the terms of the APA, we acquired (i) the prepared and packaged foods businesses of Del Monte Foods comprising canned vegetable, tomato, and refrigerated fruit business assets operated under the Del Monte®, S&W®, Contadina®, and Take Root Organics® trademarks, (ii) the bubble tea business operated under the Joyba® trademarks, (iii) four US facilities, two facilities in Mexico, and one facility in Venezuela and (iv) global ownership of the Del Monte® brand, which is subject to existing licensing arrangements across different regions and categories (the “Acquisition”). The APA also provided for the acquisition of 100% of the voting interests of Del Monte Foods Mexico and South American subsidiaries (the "Purchased Entities"), assumption of customer and supplier contracts as defined in the APA, as well as inventory at closing. The acquisition reunites the Del Monte® brand under a single owner for the first time in nearly four decades, expanding our prepared foods business and aligning with our existing fresh business under a global strategy to expand household penetration and enhance operational efficiency, flexibility, and cost structure.
On the Closing Date, we entered into Amendment No. 1 to the Asset Purchase Agreement (the “Amendment”) with Del Monte Foods. The Amendment amended the APA to, among other things, (i) provide for the inclusion of additional contracts in the Purchased Contracts and Excluded Contracts schedules; (ii) update the schedule of Del Monte Foods’ employees that were offered employment by the Company or its designee and clarify the benefits to be provided to such employees, (iii) provide for the assumption of certain additional liabilities by the Company, (iv) clarify the post-closing obligations of the parties with respect to certain intercompany loans and Purchased Entities, (v) confirm the obligations of Del Monte Foods with respect to a pre-closing cybersecurity incident, and (vi) make other non-material revisions.

The Acquisition was accounted for as a business combination under ASC 805 with a total initial purchase consideration of $310.2 million, including base cash consideration of $285.0 million which includes $25.0 million from a portion of the escrow deposit and net of other adjustments per the APA. We funded the purchase consideration using cash on hand, our existing escrow deposit and proceeds from the Company's existing 2024 Amended Credit Facility as defined and described in Note 10, "Debt and Finance Lease Obligations". Prior to the Acquisition, we held a perpetual, royalty-free license to use the Del Monte® brand for processed and/or canned food in various countries throughout Europe, Africa, the Middle East and certain Asian Countries, as well as an agreement to utilize the Del Monte® brand for certain prepared food products in North America. We previously recognized the value of these rights as indefinite-lived intangible assets with a carrying value of $31.7 million. As a result of the Acquisition, including our purchase of the rights to the Del Monte® brand in regions where we previously held royalty-free licenses, the agreements were effectively settled resulting in the fair value of the settled licenses being included in the total purchase consideration. Accordingly, when including the effect of the effective settlement, total purchase consideration for the Acquisition as determined under ASC 805 was $341.9 million.

The following table summarizes the fair values of the net assets acquired and liabilities assumed on the Closing Date. Due to the timing of the Acquisition during the quarter, we are still finalizing and reviewing the estimated fair values of the assets acquired and liabilities assumed. Accordingly, measurement period adjustments, such as those to the provisional measurements of inventory, trade names and property, plant and equipment, may be recorded as the valuation procedures are finalized which may result in a change to our fair value allocation.
At March 19, 2026
Assets acquired
Cash and cash equivalents$1.5 
Trade accounts receivable4.1 
Other accounts receivable15.1 
Inventories(1)
168.2 
Assets held for sale2.5 
Prepaid expenses and other current assets8.6 
Property, plant and equipment (2)
120.1 
Operating lease right-of-use assets4.7 
Deferred income taxes5.8 
Other noncurrent assets0.3 
Trade names60.1 
Liabilities assumed
Accounts payable and accrued expenses13.2 
Current maturities of debt and finance leases5.4 
Current maturities of operating leases3.3 
Income taxes and other taxes payable5.8 
Long-term debt and finance leases10.7 
Retirement benefits9.3 
Operating leases, less current maturities1.4 
Net assets acquired$341.9 

(1) Includes an inventory valuation step-up of $6.2 million. The preliminary fair value was determined based on level 3 inputs which included the estimated selling price of the inventory, less the remaining estimated costs to sell such inventory at estimated normal profit margin.

(2) Includes $16.1 million of right‑of‑use assets related to the bubble tea business operated under the Joyba® trademark. Based on our decision to discontinue production of Joyba® after the Closing Date, we recorded an impairment of these right-of-use assets during the quarter ended March 27, 2026. See Note 5, "Asset Impairment and Other Charges, Net".

Intangible assets acquired

The fair value of the Del Monte®, S&W®, and Contadina® was estimated using the royalty savings method, an income approach technique that reflects the royalty expense a market participant would avoid by owning rather than licensing each brand. Key assumptions included in this measurement are forecasted revenue and cash flows attributable to each brand, the royalty rate, and discount rate. Based on our expected usage of each brand, we determined the Del Monte®, S&W®, and Contadina® brands to have indefinite useful lives.

The valuation of the trade names relied on significant unobservable inputs and are classified as level 3 fair value measurements.

Operations of Del Monte Foods Assets

Operations of the acquired Del Monte Foods assets under the APA generated approximately $24.3 million of revenue and $(16.0) million of net loss before provision for income taxes for the period from the Closing Date through March 27, 2026, inclusive of impairment charges taken on the Joyba® right-of-use assets.
During the quarter ended March 27, 2026, we incurred $3.5 million of acquisition-related costs, which primarily consist of compensatory, advisory, legal, accounting, valuation, other professional and consulting fees related to the Acquisition, and are included in the line item “Asset impairment and other charges, net” in our Consolidated Statement of Operations.

Unaudited Supplemental Pro Forma Results (in millions)

The following unaudited pro forma combined financial information presents our results including Del Monte Foods as if the business combination had occurred at the beginning of fiscal year 2025. The unaudited pro forma information is not necessarily indicative of the results that the Company would have achieved had the Acquisition actually occurred at the beginning of fiscal year 2025, nor does such information purport to be indicative of future financial operating results.

 Quarter ended
March 27,
2026
March 28,
2025
Net sales$1,213.0 $1,316.5 
Net income (loss)(19.4)(17.5)
Net income (loss) attributable to Fresh Del Monte Produce Inc.$(20.1)$(18.3)

The unaudited pro forma results reflect certain pro forma adjustments to revenue and net income that were directly attributable to the Acquisition, assuming the transaction occurred on the beginning of fiscal year 2025, including the following:

the recognition of incremental depreciation and amortization expense related to the fair value adjustments of acquired property, plant and equipment and identifiable intangible assets;
the amortization of the inventory fair value adjustment of $2.3 million;
the recognition of transaction-related costs of $5 million incurred by the Company to effectuate the Acquisition; and
the related tax effect of the adjustments above.

Restricted Cash

At March 27, 2026 and December 26, 2025, we held $3.5 million and $28.5 million, respectively in an escrow account in connection with the Acquisition. These amounts are presented under prepaid expenses and other current assets on our Consolidated Balance Sheets.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash in our Consolidated Balance Sheets, that reconcile to the amounts shown on the Consolidated Statements of Cash Flows:

March 27, 2026December 26, 2025
Cash and cash equivalents$66.3 $35.7 
Restricted cash included in:
Prepaid expenses and other current assets3.5 28.5 
Total cash, cash equivalents and restricted cash$69.8 $64.2