On August 7, 2023, we entered into a merger agreement to acquire Sovos Brands, Inc. (Sovos Brands) for $23.00 per share. On March 12, 2024, we completed the acquisition. Sovos Brands' portfolio includes a variety of pasta sauces, dry pasta, soups, frozen entrées, frozen pizza and yogurts, all of which are sold in North America under the brand names Rao’s, Michael Angelo’s and noosa. Total purchase consideration was $2.899 billion, which was determined as follows:


(Millions)
Cash consideration paid to Sovos Brands shareholders(1)	$	2,307
Cash paid for share-based awards(2)	32
Cash consideration paid directly to shareholders	$	2,339
Cash paid for transaction costs of Sovos Brands	32
Repayment of Sovos Brands existing indebtedness and accrued interest	486
Total cash consideration	$	2,857
Fair value of replacement share-based awards(3)	42
Total consideration	$	2,899

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(2) Represents cash paid to equity award holders of Sovos Brands restricted stock and restricted stock unit awards attributable to pre-combination service. This excludes $3 million of cash paid that was recognized as expense.

(3) We issued replacement equity awards in settlement of certain Sovos Brands equity awards that did not become vested in connection with the acquisition. The portion of fair value of the replacement awards attributable to pre-combination service was $42 million and is included in the purchase consideration. We recognized $26 million of expense related to accelerated vesting of certain replacement awards in the third quarter of 2024.

The cash portion of the acquisition was funded through a 2024 Delayed Draw Term Loan Credit Agreement of $2 billion and cash on hand.

The table below presents the fair value that was allocated to acquired assets and assumed liabilities:


(Millions)	Estimated Fair Value
Cash	$	240
Accounts receivable	96
Inventories	130
Other current assets	5
Plant assets	100

Other intangible assets	1,776
Other assets	16
Total assets acquired	$	2,363
Accounts payable	$	96
Accrued liabilities	56
Accrued income taxes	1
Long-term debt	9
Deferred taxes	407
Other liabilities	11
Total liabilities assumed	$	580
Net assets acquired	$	1,783
Goodwill	1,116
Total consideration	$	2,899

The excess of the purchase price over the estimated fair values of identifiable net assets was recorded as $1.116 billion of goodwill. The goodwill is not deductible for tax purposes. The goodwill was primarily attributable to future growth opportunities, anticipated synergies, and intangible assets that did not qualify for separate recognition. The goodwill is included in the Meals & Beverages segment.

The purchase price allocation of Sovos Brands is preliminary and is subject to the finalization of certain items, including valuations and tax balances, which will be completed within the allowable measurement period.


(Millions)	Type	Life in Years			Value
Trademarks	Non-amortizable	Indefinite			$	1,470
Trademarks	Amortizable	20			76
Customer relationships	Amortizable	20	to	30	230
Total identifiable intangible assets					$	1,776

As of October 27, 2024, the weighted-average remaining useful life of amortizable intangible assets was 26 years.

We incurred $9 million of costs associated with the acquisition in the three-month period ended October 29, 2023.

For the three-month period ended October 27, 2024, the Sovos Brands acquisition contributed $310 million to Net sales and a loss of $3 million to Net earnings, including the effect of integration costs and interest expense on the debt to finance the acquisition.

The following unaudited summary information is presented on a consolidated pro forma basis as if the Sovos Brands acquisition had occurred on August 1, 2022:


	Three Months Ended
(Millions)	October 29, 2023

Net sales	$	2,791
Net earnings attributable to The Campbell's Company	$	215