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Acquisitions and Dispositions
12 Months Ended
Sep. 28, 2019
Acquisitions and Dispositions [Abstract]  
Acquisitions and Dispositions
2.  Acquisitions and Dispositions

RPC Group Plc

In July 2019, the Company completed the acquisition of the entire outstanding share capital of RPC Group Plc (“RPC”), for aggregate consideration of $6.1 billion. RPC is a leading plastic product design and engineering company for packaging and select non-packaging markets, with 189 sites in 34 countries. RPC develops and manufactures a diverse range of products for a wide variety of customers, including many household names, and enjoys strong market positions in many of the end markets it serves and the geographical areas in which it operates. It uses a wide range of polymer conversion techniques in both rigid and flexible plastics manufacture, and is one of the largest plastic converters in Europe. The international based facilities are operated within the Consumer Packaging International segment with the remaining U.S. based facilities operated within the Consumer Packaging North America segment.  The results of RPC have been included in the consolidated results of the Company since the date of the acquisition.

The acquisition has been accounted for under the purchase method of accounting.  Under this method, the assets acquired and liabilities assumed have been recorded based on preliminary estimates of fair value.  The preliminary fair value estimates were determined based on our historical acquisition experience. Specifically, we estimated the fair values of these assets to be consistent with the percentage of the purchase price that was assigned to similar assets in our historical purchase accounting of previous acquisitions.  In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The final purchase accounting allocations for the RPC acquisition will be determined within one year from the acquisition date and depend on a number of factors, including the final valuation of our long-lived tangible and identified intangible assets acquired and liabilities assumed, and finalization of income tax effects of the opening balance sheet.  The actual fair values of RPC’s assets acquired, liabilities assumed and resulting goodwill may differ materially from the adjustments set forth in this Form 10-K.  The Company has not finalized the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed.  The preliminary estimated fair value of assets acquired and liabilities assumed consisted of working capital of $700 million, property and equipment of $2,375 million, intangible assets of $1,712 million, goodwill of $2,205 million and other assets and long-term liabilities of $922 million.  The working capital includes a $39 million step up of inventory to fair value.  The Company has recognized goodwill on this transaction primarily as a result of expected cost synergies, and expects goodwill to be partially deductible for tax purposes.

To finance the all-cash purchase, the Company issued $1,250 million aggregate principal amount of 4.875% first priority senior secured notes due 2026, $500 million aggregate principal amount of 5.625% second priority senior secured notes due 2027, and entered into incremental term loans due July 2026, to fund the remainder of the purchase price. In connection with the closing of the RPC acquisition, the Company incurred $99 million related to foreign exchange forward contracts and $41 million related to cross-currency swaps recorded in Other expense, net on the Consolidated Statements of Income. Additionally, the Company incurred $70 million of costs associated with the closing of the transaction.

Seal For Life

In July 2019, the Company completed the sale of its Seal For Life ("SFL") business which was operated in our Health, Hygiene & Specialties reporting segment for net proceeds of $326 million.  A pretax gain on sale of $214 million was recorded in fiscal 2019, within Restructuring and transaction activities on the Consolidated Statements of Income.

Laddawn, Inc.

In August 2018, the Company acquired Laddawn, Inc. ("Laddawn") for a purchase price of $241 million. Laddawn is a custom bag and film manufacturer with a unique-to-industry e-commerce sales platform.  The acquired business is operated in our Engineered Materials segment.  To finance the purchase, the Company used existing liquidity.

The acquisition has been accounted for under the purchase method of accounting and accordingly, the purchase price has been allocated to the identifiable assets and liabilities based on the fair value at the acquisition date.  The results of Laddawn have been included in the consolidated results of the Company since the date of the acquisition.  The assets acquired and liabilities assumed consisted of working capital of $27 million, property and equipment of $39 million, intangible assets of $84 million, and goodwill of $91 million.  The working capital includes a $3 million step up of inventory to fair value. The Company has recognized goodwill on this transaction primarily as a result of expected cost synergies, and expects goodwill to be deductible for tax purposes.

Clopay Plastic Products Company, Inc.

In February 2018, the Company acquired Clopay Plastic Products Company, Inc. ("Clopay") for a purchase price of $475 million.  Clopay is an innovator in the development of printed breathable films, elastic films, and laminates with product offerings uniquely designed for applications used in a number of markets including: hygiene, healthcare, construction and industrial protective apparel.  The acquired business is operated within our Health, Hygiene & Specialties segment.  To finance the purchase, the Company issued $500 million aggregate principal amount of 4.5% second priority notes through a private placement offering.


The acquisition has been accounted for under the purchase method of accounting, and accordingly, the purchase price has been allocated to the identifiable assets and liabilities based on fair values at the acquisition date.  The results of Clopay have been included in the consolidated results of the Company since the date of the acquisition.  The assets acquired and liabilities assumed consist of working capital of  $70 million, property and equipment of  $164 million, intangible assets of $125 million, goodwill of $111 million, and other assets and long-term liabilities of $5 million.  The working capital includes a $3 million step up of inventory to fair value.  The Company has recognized goodwill on this transaction primarily as a result of expected cost synergies, and expects goodwill to be deductible for tax purposes.

When including RPC results for periods prior to the acquisition date, unaudited pro forma net sales were $12.6 billion for fiscal 2019 and fiscal 2018.  Unaudited pro forma net income was $344 million and $501 million, for fiscal 2019 and fiscal 2018, respectively.  The unaudited pro forma net sales and net income assume that the acquisition had occurred as of the beginning of the period.

The unaudited pro forma information presented above is for informational purposes only and is not necessarily indicative of the operating results that would have occurred had the RPC acquisition been consummated at the beginning of the period, nor is it necessarily indicative of future operating results.  Further, the information reflects only pro forma adjustments for additional interest expense, depreciation, and amortization, net of the applicable income tax effects.