Divestitures

9 Months Ended

Jan. 31, 2025

Discontinued Operations and Disposal Groups [Abstract]

On January 31, 2025, we entered into a definitive agreement to sell certain Sweet Baked Snacks value brands to JTM Foods, LLC (“JTM”). We expect the transaction to close during the fourth quarter of 2025. The transaction includes certain trademarks and licenses, a manufacturing facility in Chicago, Illinois, and approximately 400 employees who support the business. Under our ownership, these Sweet Baked Snacks value brands generated net sales of approximately $30.0 in 2024, which represents a partial year of net sales reported in the Sweet Baked Snacks segment results following the acquisition of Hostess Brands on November 7, 2023. The transaction is valued at approximately $40.0, subject to a working capital adjustment. As of January 31, 2025, the disposal group met the criteria to be classified as held for sale, and as a result, a valuation allowance was established to reflect the fair value of the disposal group less costs to sell, which was based on the expected proceeds and the estimated carrying value of the net assets to be disposed. The valuation allowance was included within assets held for sale – net in the Condensed Consolidated Balance Sheet, and the estimated pre-tax loss on the disposal group was included within loss (gain) on divestitures – net in the Condensed Statement of Consolidated Income and Condensed Statement of Consolidated Cash Flows.

The following table summarizes the net assets held for sale at January 31, 2025, inclusive of a valuation allowance, reflecting the fair value less costs to sell.


	January 31, 2025
	Sweet Baked Snacks value brands
Assets held for sale:
Inventories	$	4.6
Property, plant, and equipment – net	42.9
Operating lease right-of-use assets	0.9
Goodwill	26.3
Other intangible assets – net	5.0
Valuation allowance	(42.6)
Total assets held for sale	$	37.1
Liabilities held for sale:
Other current liabilities	$	0.9
Noncurrent operating lease liabilities	0.3

Total liabilities held for sale	1.2
Net assets held for sale	$	35.9

On December 2, 2024, we sold the Voortman business to Second Nature Brands (“Second Nature”). The transaction included products sold under the Voortman brand, inclusive of certain trademarks, a leased manufacturing facility in Burlington, Ontario, and approximately 300 employees who supported the business. Under our ownership, the Voortman business generated net sales of approximately $65.0 in 2024, which represents a partial year of net sales reported in the Sweet Baked Snacks segment

results following the acquisition of Hostess Brands on November 7, 2023. Net proceeds from the divestiture were $290.5, net of a preliminary working capital adjustment and cash transaction costs. During the second quarter of 2025, the disposal group met the criteria to be classified as held for sale, and as a result, an estimated pre-tax loss of $260.8 was recognized within loss (gain) on divestitures – net in the Condensed Statement of Consolidated Income and Condensed Statement of Consolidated Cash Flows. Upon close of the transaction during the third quarter of 2025, the pre-tax loss was adjusted to $268.4, reflecting the fair value of the disposal group as of the transaction date.

The following table summarizes the net assets and liabilities included in the disposal group associated with the Voortman business divestiture.


	January 31, 2025
	Voortman
Assets disposed:
Cash and cash equivalents	$	1.4
Inventories	7.7
Other current assets	0.7
Property, plant, and equipment – net	33.9
Operating lease right-of-use assets	8.2
Goodwill	251.1
Other intangible assets – net	363.0


Total assets disposed	$	666.0
Liabilities disposed:
Accrued expenses	$	1.9
Current operating lease obligations	1.3

Deferred income taxes	95.2
Noncurrent operating lease liabilities	7.4
Other noncurrent liabilities	0.9

Total liabilities disposed	106.7
Net assets disposed	$	559.3

On January 2, 2024, we sold the Canada condiment business to TreeHouse Foods, Inc. (“TreeHouse Foods”). The transaction included Bick’s® pickles, Habitant® pickled beets, Woodman’s® horseradish, and McLarens® pickled onions brands, inclusive of certain trademarks. Under our ownership, these brands generated net sales of $43.8 in 2024, which were included in the International operating segment. Final net proceeds from the divestiture were $25.3, inclusive of a working capital adjustment and cash transaction costs, resulting in a final pre-tax loss of $5.7, of which $5.2 was recognized during the second quarter of 2024, as the disposal group met the criteria to be classified as held for sale, and a valuation allowance was established to reflect the fair value of the disposal group less costs to sell. The valuation allowance was included within loss (gain) on divestitures – net in the Condensed Statement of Consolidated Income and Condensed Statement of Consolidated Cash Flows. Upon close of the transaction during the third quarter of 2024, the pre-tax loss was adjusted to $5.7, reflecting the fair value of the disposal group as of the transaction date.

On November 1, 2023, we sold the Sahale Snacks® business to Second Nature. The transaction included products sold under the Sahale Snacks brand, inclusive of certain trademarks and licensing agreements, a leased manufacturing facility in Seattle, Washington, and approximately 100 employees who supported the brand. Under our ownership, the Sahale Snacks brand generated net sales of $24.1 in 2024, primarily included in the U.S. Retail Frozen Handheld and Spreads segment. Final net proceeds from the divestiture were $31.6, inclusive of a working capital adjustment and cash transaction costs, resulting in a final pre-tax loss of $6.7, of which $6.8 was recognized during the second quarter of 2024, as the disposal group met the criteria to be classified as held for sale, and a valuation allowance was established to reflect the fair value of the disposal group less costs to sell. The valuation allowance was included within loss (gain) on divestitures – net in the Condensed Statement of Consolidated Income and Condensed Statement of Consolidated Cash Flows. Upon close of the transaction during the third quarter of 2024, the pre-tax loss was adjusted to $6.7, reflecting the fair value of the disposal group as of the transaction date.

On April 28, 2023, we sold certain pet food brands to Post Holdings, Inc. (“Post”). The transaction included the Rachael Ray® Nutrish®, 9Lives®, Kibbles ’n Bits®, Nature’s Recipe®, and Gravy Train® brands, as well as the private label pet food business, inclusive of certain trademarks and licensing agreements, manufacturing and distribution facilities in Bloomsburg, Pennsylvania, manufacturing facilities in Meadville, Pennsylvania and Lawrence, Kansas, and approximately 1,100 employees

who supported these pet food brands. Final net proceeds from the divestiture were $1.2 billion, consisting of $683.9 in cash, net of a working capital adjustment and cash transaction costs, and approximately 5.4 million shares of Post common stock, valued at $491.6 at the close of the transaction. We recognized a pre-tax loss of $1.0 billion upon completion of this transaction during 2023. During the first half of 2024, we finalized the working capital adjustment and transaction costs, which resulted in an immaterial adjustment to the pre-tax loss. Furthermore, during the first quarter of 2024, we entered into equity forward derivative transactions under an agreement with an unrelated third-party to facilitate the forward sale of the Post common stock. All 5.4 million shares of Post common stock were settled for $466.3 under the equity forward contract on November 15, 2023. For additional information, see Note 11: Derivative Financial Instruments.