On March 13, 2023, the Company completed the acquisition of the business and certain real estate assets of Clean Uniform (“Clean”) from Clean Holdco, Inc. and certain of its affiliates for an aggregate purchase price of $299.1 million, net of cash acquired. The difference between the cash paid and the total purchase price of $302.4 million represents amounts owed from the seller as a result of final closing adjustments. The acquisition was structured primarily as a stock purchase but will be treated as an asset purchase from a tax perspective, which will allow for a step-up in the tax basis of the assets and provide incremental tax benefits expected to be realized over time with an estimated value of approximately $40 million. Clean is a uniform, workwear and facility service program provider with 11 locations covering Missouri, Illinois, Arkansas, Kansas and Oklahoma. Prior to the closing of the acquisition, neither the Company nor any of its affiliates, or any director or officer of the Company or any of its affiliates, or any associate of any such director or officer, had any material relationship with any of the sellers. The results of operations from Clean are included in the Company's results under the Core Laundry Operations segment subsequent to the acquisition date of March 13, 2023. The Company paid for the acquisition of Clean with cash on hand and borrowings under the Credit Agreement (defined below). The Clean acquisition was not significant in relation to the Company’s consolidated financial results and, therefore, pro-forma financial information has not been presented.

The Clean acquisition was accounted for using the purchase method of accounting. The Company has prepared purchase price allocations for the business combination with Clean on a preliminary basis. Changes to those allocations may occur as additional information becomes available during the respective measurement period (up to one year from the acquisition date). The Company is in the process of measuring the fair value of its tangible and intangible assets acquired and liabilities assumed. The Company has engaged specialists to assist in the valuation of intangible assets for which certain assumptions have not yet been finalized. The amounts assigned to intangible assets acquired were based on their respective fair values determined as of the acquisition date. The table below summarizes the preliminary purchase price allocation to the estimated fair value of assets acquired and liabilities assumed at the acquisition date. Goodwill is calculated as the excess of the purchase price over the net assets recognized and represents the estimated future economic benefits arising from expected synergies and growth opportunities for the Company. All of the goodwill and intangible assets were allocated to the Core Laundry Operations segment and are deductible for tax purposes.

Transaction and related costs, consisting primarily of professional fees, directly related to the acquisition, totaled approximately $0.7 million and $2.7 million during the thirteen and thirty-nine weeks ended May 27, 2023, respectively. All transaction and related costs were expensed as incurred and are included in selling and administrative expenses.

The preliminary purchase price allocation is as follows (in thousands):



Receivables	$	8,301
Inventories		702
Rental merchandise in service		8,535
Prepaid expenses and other current assets		762
Property, plant and equipment		30,214
Operating lease right-of-use assets, net		5,255
Goodwill		187,347
Customer contracts		66,000
Other intangible assets		5,300
Accounts payable		(2,011	)
Accrued liabilities		(6,018	)
Operating lease liabilities, current		(1,996	)
Operating lease liabilities, noncurrent		(3,259	)
Total Purchase Price	$	299,132

The amount of revenue of Clean included in the consolidated statements of income from the acquisition date of March 13, 2023 to May 27, 2023 was $19.8 million.

During the first nine months of fiscal 2023, the Company completed four other business acquisitions with an aggregate purchase price of approximately $7.1 million. The results of operations of all acquisitions completed in the first nine months of fiscal 2023 have been included in the Company’s consolidated financial results since their respective acquisition dates. These acquisitions were not significant in relation to the Company’s consolidated financial results and, therefore, pro-forma financial information has not been presented.