Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

ACQUISITIONS

GATEWAY PLASTICS LLC ACQUISITION

On September 20, 2021, we acquired Gateway Plastics LLC, or Silgan Specialty Packaging, a manufacturer of dispensing closures and integrated dispensing packaging solutions, such as a combined container and closure or 100% recyclable dispensing beverage pods, for consumer goods products primarily for the food and beverage markets. The purchase price for this acquisition of $483.8 million, net of cash acquired, was funded with revolving loan borrowings under our amended and restated senior secured credit facility, as amended, or the Credit Agreement. The purchase price is subject to adjustments for working capital, net indebtedness and seller's transaction expenses. The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values at the date of acquisition using valuation techniques including the income, cost and market approaches, primarily using Level 3 inputs (as defined in Note 10). For this acquisition, we applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date, and we recognized goodwill of $204.8 million which is expected to be deductible for income tax purposes, a customer relationship intangible asset of $169.0 million with an estimated remaining life of 21 years and a technology know-how intangible asset of $3.4 million with an estimated remaining life of 5 years. The purchase price allocation is preliminary and subject to change pending a final valuation of the assets and liabilities, including property, plant and equipment and intangible assets. Silgan Specialty Packaging's results of operations were included in our dispensing and specialty closures segment since the acquisition date and were not significant since such date.

UNICEP PACKAGING LLC ACQUISITION

On September 30, 2021, we acquired Unicep Packaging LLC, or Unicep, a Specialty Contract Manufacturer and Developer, or SCMD, solutions provider that develops, formulates, manufactures and sells precision dosing dispensing solutions, such as diagnostic test components, oral care applications and skin care products, primarily for the health care, diagnostics, animal health, oral care and personal care markets. The purchase price for this acquisition of $236.9 million, net of cash acquired, was funded with revolving loan borrowings under the Credit Agreement. The purchase price is subject to adjustments for working capital, net indebtedness and sellers' transaction expenses. The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values at the date of acquisition using valuation techniques including the income, cost and market approaches, primarily using Level 3 inputs (as defined in Note 10). For this acquisition, we applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date, and we recognized goodwill of $142.6 million which is expected to be deductible for income tax purposes, a customer relationship intangible asset of $74.0 million with an estimated remaining life of 17 years, a technology know-how intangible asset of $4.0 million with an estimated remaining life of 10 years and a trade name intangible asset of $3.6 million with an estimated remaining life of 10 years. The purchase price allocation is preliminary and subject to change pending a final valuation of the assets and liabilities, including property, plant and equipment and intangible assets. Unicep's results of operations were included in our dispensing and specialty closures segment since the acquisition date and were not significant since such date.

EASYTECH CLOSURES S.p.A. ACQUISITION

On October 1, 2021, we acquired Easytech Closures S.p.A., or Easytech, a manufacturer of easy-open and sanitary metal ends used with metal containers primarily for food applications in Europe. The purchase price for this acquisition of $27.2 million, net of cash acquired, was funded with revolving loan borrowings under the Credit Agreement. For this acquisition, we applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date, and we recognized goodwill of $12.9 million and a customer relationship intangible asset of $3.1 million. Easytech's results of operations were included in our metal containers segment since the acquisition date and were not significant since such date.

COBRA PLASTICS, INC. ACQUISITION

    On February 4, 2020, we acquired Cobra Plastics, Inc., or Cobra Plastics, a manufacturer of injection molded plastic closures for a wide variety of consumer products with a particular focus on the aerosol overcap market. The purchase price for this acquisition was $39.8 million, net of cash acquired, and was funded with revolving loan borrowings under the Credit Agreement. For this acquisition, we applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date, and we recognized goodwill of $18.6 million and a customer relationship intangible asset of $11.5 million. Cobra Plastics' results of operations were included in our dispensing and specialty closures segment since the acquisition date.

ALBÉA DISPENSING BUSINESS ACQUISITION

On June 1, 2020, we acquired the dispensing operations of the Albéa Group, or the Albéa Dispensing Business, a leading global supplier of highly engineered pumps, sprayers and foam dispensing solutions to major branded consumer goods product companies in the beauty, fragrance and personal care markets. The Albéa Dispensing Business operates a global network of ten manufacturing facilities across North America, Europe, South America and Asia. The purchase price for this acquisition was $898.7 million, net of cash acquired, and was funded with term and revolving loan borrowings under the Credit Agreement. For this acquisition, we applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date, and we recognized goodwill of $500.4 million, a customer relationship intangible asset of $255.0 million and a technology know-how intangible asset of $28.0 million. During 2021, we finalized our purchase price allocation for this acquisition, and there were no material changes to the previously recorded fair values of assets acquired and liabilities assumed. The Albéa Dispensing Business' results of operations were included in our dispensing and specialty closures segment since the acquisition date.