26. Subsequent Events

Completed Expansion Territory Transactions

On December 5, 2014, the Company and CCR entered into an asset purchase agreement (the “December Asset Purchase Agreement”) related to the territory served by CCR through CCR’s facilities and equipment located in Cleveland and Cookeville, Tennessee (the “January 2015 Acquisition Territory”). The closing of this transaction occurred on January 30, 2015, for a cash purchase price of $13.8 million, which will remain subject to adjustment until March 13, 2016, at the latest.

The Company has preliminarily allocated the purchase price to the individual acquired assets and assumed liabilities. The valuations are subject to adjustment as additional information is obtained, but any adjustments are not expected to be material.

The fair values of acquired assets and assumed liabilities as of the acquisition date are summarized as follows:


In Thousands	Fair Value
Cash	$	59
Inventories		1,237
Prepaid expense and other current assets (including deferred taxes)		1,001
Property, plant and equipment		6,717
Other assets (including deferred taxes)		433
Goodwill		1,145
Other identifiable intangible assets		17,750

Total acquired assets	$	28,342

Current liabilities (acquisition related contingent consideration)	$	844
Other liabilities (acquisition related contingent consideration)		13,729

Total assumed liabilities	$	14,573

The fair value of the preliminary purchase price allocation to the identifiable intangible assets is as follows:


In Thousands	Fair Value		Estimated Useful Life
Distribution agreements	$	17,200		40 years
Customer lists		550		12 years

Total	$	17,750

The goodwill of $1.1 million is primarily attributed to the workforce of the acquired business. None of the goodwill recorded is expected to be deductible for tax purposes.

The preliminary purchase price allocation and the financial results of the acquisition territory have not been included in the Company’s consolidated financial statements as of December 28, 2014 because the acquisition occurred in the first quarter of 2015.

On December 18, 2014, the Company signed an asset purchase agreement with CCR relating to the territory currently served by CCR through CCR’s facilities and equipment located in Louisville, Kentucky and Evansville, Indiana (the “Louisville and Evansville Expansion Territory”). The asset purchase agreement, together with the CBA the Company entered into with CCR at the closing of this transaction, which occurred on February 27, 2015, grant the Company certain exclusive rights in the Louisville and Evansville Expansion Territory and obligate the Company to make a quarterly sub-bottling payment to CCR on a continuing basis for the grant of such rights are described in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 18, 2014. The aggregate purchase price paid by the Company in cash at the closing for the transferred assets, after deducting the value of certain retained assets and retained liabilities, was approximately $19.8 million. The amount paid remains subject to adjustment post-closing. The Company has not completed the preliminary allocation of the purchase price to the individual acquired assets and assumed liabilities. The transaction will be accounted for as a business combination under FASB Accounting Standards Codification 805.

Monster Energy Distribution Agreement

In August 2014, Monster Energy Corporation and The Coca-Cola Company announced that they had entered into definitive agreements providing for a long-term strategic partnership in the global energy drink category. As part of their agreements to form a long-term strategic partnership, Monster Energy Corporation, through its operating subsidiary Monster Energy Company (“MEC”), and The Coca-Cola Company have agreed that, upon the closing of the transactions contemplated by such agreements, they will enter into an Amended and Restated Distribution Coordination Agreement (as such agreement may become final and definitive, the “Coordination Agreement”) that would provide for expanded distribution of certain MEC products (the “MEC Products”) by licensed bottlers of The Coca-Cola Company’s products in the territories in which these bottlers distribute products of The Coca-Cola Company upon execution of mutually agreed upon distribution agreements between MEC and these licensed bottlers. On December 17, 2014, the Company entered into an agreement (the “MEC Products Consent Agreement”) with The Coca-Cola Company (acting through its Coca-Cola North America Division) whereby The Coca-Cola Company has consented to the Company distributing MEC Products in that portion of the territories the Company serves where the Company does not currently distribute MEC Products pursuant to a distribution agreement the Company and MEC are currently negotiating. In exchange for giving its consent to the Company’s proposed MEC Distribution Agreement, the Company has agreed to pay The Coca-Cola Company an amount based on the number of standard physical cases of MEC Products sold by the current distributor of such products in the Additional MEC Products Territory during the twelve-month period immediately preceding the date that the Company begins distributing MEC Products in the Additional MEC Products Territory. The Company would make the payment, which is expected to be between $25 million and $30 million, when the Company begins distributing MEC Products pursuant to the MEC Distribution Agreement. The details of the MEC Products Consent Agreement are described in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 19, 2014. The MEC Distribution Agreement has not been executed yet, and, consequently, the payment required to be made to The Coca-Cola Company under the MEC Products Consent Agreement has not been made as of the date the Company is filing this Form 10-K.

Announced But Uncompleted Expansion Territory Transactions

On February 13, 2015, the Company signed an asset purchase agreement with CCR relating to the territory currently served by CCR through CCR’s facilities and equipment located in Paducah and Pikeville, Kentucky (the “Paducah and Pikeville Expansion Territory”). The asset purchase agreement, together with the CBA the Company expects to enter into at the closing of this transaction with CCR, would grant the Company certain exclusive rights in the Paducah and Pikeville Expansion Territory and obligate the Company to make a quarterly sub-bottling payment to CCR on a continuing basis for the grant of such rights, are described in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February 18, 2015. The transaction will be accounted for as a business combination under FASB Accounting Standards Codification 805. The Company anticipates the closing will occur in the second quarter of 2015.

Asset Exchange Agreement

On October 17, 2014, the Company and CCR entered into an agreement (the “Asset Exchange Agreement”) pursuant to which CCR has agreed to exchange certain assets of CCR relating to the marketing, promotion, distribution and sale of Coca-Cola and other beverage products in the territory currently served by CCR’s facilities and equipment located in Lexington, Kentucky (the “Lexington Expansion Territory”), including the rights to produce such beverages in the Lexington Expansion Territory in exchange for certain assets of the Company relating to the marketing, promotion, distribution and sale of Coca-Cola and other beverage products in the territory currently served by the Company’s facilities and equipment located in Jackson, Tennessee, including the rights to produce such beverages in that territory. The Company filed a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) on October 20, 2014, which includes a summary description of the Asset Exchange Agreement. The Company anticipates the closing of the transactions for the Lexington Expansion Territory will occur in the first half of 2015.