ACQUISITIONS

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITIONS

ACQUISITION

WEENER PLASTICS HOLDING B.V. ACQUISITION

On October 15, 2024, we acquired all outstanding equity interests in Weener Plastics Holding B.V., or Weener Packaging, a leading producer of differentiated dispensing solutions for personal and health care and food products. Weener Packaging operates a global network of 19 facilities predominantly in Europe and the Americas, with approximately 4,000 employees and proprietary manufacturing technologies including significant clean room capabilities. This acquisition further broadened our extensive dispensing products portfolio in the personal and health care and food markets, expanded our product innovation capabilities, enhanced our advanced manufacturing technologies and added to our strong customer relationships.

The purchase price for this acquisition was $921.6 million, net of cash acquired. The purchase price is subject to adjustments for certain items as provided in the purchase agreement for the acquisition. We incurred acquisition related costs for Weener Packaging totaling $28.4 million for the year ended December 31, 2024, which are included in selling, general and administrative expenses in our Consolidated Statements of Income. We funded the purchase price for this acquisition with term and revolving loan borrowings, including a €700.0 million incremental term loan, under our amended and restated senior secured credit facility and cash on hand. See Note 9 for further information.

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). Specifically, significant inputs included discount rates, net sales growth rates and operating margins. 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, and the related tax impact of any adjustments to such valuations. This may result in material changes to the estimated fair value of property, plant and equipment and intangible assets, as we continue to refine our estimates and assumptions based on information available at the acquisition date. In connection with this acquisition, we recorded a charge of $6.1 million related to the write-up of acquired inventory of Weener Packaging as a result of purchase accounting.

The allocated fair value of assets acquired and liabilities assumed are summarized as follows (in thousands):

Trade accounts receivable	$	63,791
Inventories	63,533
Property, plant and equipment	373,588
Other intangible assets	230,852
Other assets	74,405
Trade accounts payable and accrued liabilities	(135,970)
Deferred income tax liabilities	(107,984)
Debt and other liabilities	(20,301)
Total identifiable net assets	541,914
Goodwill	379,649
Cash paid at closing, net of cash acquired	$	921,563

Goodwill of $379.6 million consists largely of our increased capacity to serve our global customers and achieve operational synergies and has been assigned to our dispensing and specialty closures segment. A majority of the goodwill is not expected to be deductible for income tax purposes. Other intangible assets are included in our dispensing and specialty closures segment and consist of customer relationships of $168.3 million with an estimated remaining life of 24 years, trade names of $43.8 million with an estimated remaining life of 17 years and technology know-how of $18.8 million with an estimated remaining life of 8 years. Acquired property, plant and equipment are being depreciated on a straight-line basis with estimated remaining lives of up to 35 years.

Weener 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.