Acquisitions and Divestitures

12 Months Ended

Oct. 31, 2020

ACQUISITIONS AND DIVESTITURESCaraustar Acquisition

The Company completed its acquisition of Caraustar Industries, Inc. and its subsidiaries (“Caraustar”) on February 11, 2019 (the “Caraustar Acquisition”). Caraustar was a leader in the production of coated and uncoated recycled paperboard, which is used in a variety of applications that include industrial products (tubes and cores, construction products, protective packaging, and adhesives) and consumer packaging products (folding cartons, set-up boxes, and packaging services). The total purchase price for this acquisition, net of cash acquired, was $1,834.9 million.

In connection with the preparation of the Company's consolidated financial statements for the year ended October 31, 2020, the Company identified a prior period error related to the initial purchase accounting for the Caraustar Acquisition. The error was a $14.6 million understatement of deferred tax liability that remained as of October 31, 2019. The error was corrected during the fourth quarter of 2020 by an adjustment to increase deferred tax liabilities with the offset as a correction to goodwill. The Company believes that the correction of this error was not material to the consolidated financial statements as of and for the years ended October 31, 2020 and 2019, respectively.

The following table, as revised from the closing of the measurement period as presented in the second quarter of 2020 and to account for the increase in deferred tax liabilities and goodwill acquired as discussed above, summarizes the consideration transferred to acquire Caraustar and the final valuation of identifiable assets acquired and liabilities assumed at the acquisition date, as well as measurement period adjustments made since the acquisition in 2019 through the close of measurement period:


(in millions)	Amounts Recognized as of the Acquisition Date		Measurement Period Adjustments (1)		Amount Recognized as of Acquisition Date (as Adjusted)
Fair value of consideration transferred
Cash consideration	$	1,834.9	$	—	1,834.9

Recognized amounts of identifiable assets acquired and liabilities assumed
Accounts receivable	147.0		—		147.0
Inventories	103.9		(4.4)		99.5
Prepaid and other current assets	21.5		(9.3)		12.2
Intangibles	717.1		8.4		725.5
Other long-term assets	1.3		4.3		5.6
Properties, plants and equipment	521.3		(17.6)		503.7
Total assets acquired	1,512.1		(18.6)		1,493.5

Accounts payable	(99.5)		—		(99.5)
Accrued payroll and employee benefits	(42.9)		(7.2)		(50.1)
Other current liabilities	(21.8)		4.5		(17.3)
Long-term deferred tax liability	(185.7)		37.4		(148.3)
Pension and post-retirement obligations	(67.1)		—		(67.1)
Other long-term liabilities	(12.7)		(7.5)		(20.2)
Total liabilities assumed	(429.7)		27.2		(402.5)
Total identifiable net assets	$	1,082.4	$	8.6	$	1,091.0
Goodwill	$	752.5	$	(8.6)	$	743.9

(1) The measurement adjustments were primarily due to refinement to third party appraisals and carrying amounts of certain assets and liabilities, as well as adjustments to certain tax accounts based on, among other things, adjustments to deferred tax liabilities. The net impact of the measurement period adjustments resulted in a net $8.6 million decrease to Goodwill. The measurement adjustments recorded in 2020 did not have a significant impact on the Company's consolidated statements of income for the year ended October 31, 2020.

The Company recognized goodwill related to this acquisition of $743.9 million. The goodwill recognized in this acquisition is attributable to the acquired assembled workforce, expected synergies, and economies of scale, none of which qualify for recognition as a separate intangible asset. Caraustar is reported within the Paper Packaging & Services segment to which the goodwill was assigned. The goodwill is not expected to be deductible for tax purposes.

The cost approach was used to determine the fair value for buildings, improvements and equipment, and the market approach was used to determine the fair value for land. The cost approach measures the value by estimating the cost to acquire, or construct, comparable assets and adjusts for age and condition. The Company assigned buildings and improvements a useful life ranging from 1 year to 20 years and equipment a useful life ranging from 1 year to 15 years. Acquired property, plant and equipment will be depreciated over its estimated remaining useful lives on a straight-line basis.

The fair value for acquired customer relationship intangibles was determined as of the acquisition date based on estimates and judgments regarding expectations for the future after-tax cash flows arising from the revenue from customer relationships that existed on the acquisition date over their estimated lives, including the probability of expected future contract renewals and revenue, less a contributory assets charge, all of which is discounted to present value. The fair value of the trade name intangible assets were determined utilizing the relief from royalty method which is a form of the income approach. Under this method, a royalty rate based on observed market royalties is applied to projected revenue supporting the trade names and discounted to present value using an appropriate discount rate.

Acquired intangible assets will be amortized over the estimated useful lives, primarily on a straight-line basis. The following table summarizes the current preliminary purchase price allocation and weighted average remaining useful lives for identifiable intangible assets acquired:


(in millions)	Current Preliminary Purchase Price Allocation		Weighted Average Estimated Useful Life
Customer relationships	$	708.0	15.0
Trademarks	15.0		3.0
Other	2.5		4.6
Total intangible assets	$	725.5

As of April 30, 2020, the Company had completed the determination of the fair value of assets acquired and liabilities assumed related to the Caraustar Acquisition.

Divestitures

For the year ended October 31, 2020, the Company completed its divestiture of a U.S. business in the Paper Packaging & Services segment, the Consumer Packaging Group ("CPG") business, for $85.0 million before final adjustments of $5.4 million, for final net cash proceeds of $79.6 million, of which $35.6 million of goodwill was allocated to the sold business. This divestiture did not qualify as discontinued operations as it did not represent a strategic shift that has had a major impact on the Company's operations or financial results.