Special Charges, Net

The Company’s operating income includes Special charges, net and this amount represents the consequences of corporate-level decisions or Board of Directors actions, principally associated with initiatives attributable to restructuring and realignment of manufacturing operations and management structures as well as the pursuit of certain transaction opportunities when applicable. Additionally, the Company evaluates its long-lived assets for impairment whenever events or changes in circumstances, including the aforementioned, indicate that the carrying amounts may not be recoverable. A summary of such special charges, net is presented in the following table (in thousands):



	Successor									Predecessor
	Three Months Ended September 29, 2012			Three Months Ended October 1, 2011		Nine Months Ended September 29, 2012		Eight Months Ended October 1, 2011		One Month Ended January 28, 2011
Restructuring and plant realignment costs
Internal redesign and restructure of global operations	$	806		$	—	$	8,916	$	—	$	—
Plant realignment costs	942			262		1,953		1,313		194
IS support initiative	5			—		779		—		—
Other restructure initiatives	—			—		163		—		—
Total restructuring and plant realignment costs	1,753			262		11,811		1,313		194
Acquisition and merger related costs
Blackstone acquisition costs	2			909		452		26,322		6,137
Accelerated vesting of share-based awards	—			—		—		—		12,694
Total acquisition and merger related costs	2			909		452		26,322		18,831
Other special charges
Colombia flood	—			36		57		675		1,685
Other charges	(23		)	192		584		1,157		114
Total other special charges	(23		)	228		641		1,832		1,799
	$	1,732		$	1,399	$	12,904	$	29,467	$	20,824

Restructuring and Plant Realignment Costs

Internal redesign and restructuring of global operations

On April 10, 2012, the Board of Directors of the Company approved an internal redesign and restructuring of global operations for the purposes of realigning and repositioning the Company to consolidate the benefits of its global footprint, align resources and capabilities with future growth opportunities and provide for a more efficient structure to serve existing markets. The majority of the restructuring costs were accounted for in accordance with ASC 712, “Compensation — Nonretirement Postemployment Benefits”. As a result of this initiative, the Company incurred $0.8 million and $8.9 million of costs in the three and nine months ended September 29, 2012, respectively. The Company anticipates that the substantial majority of the restructuring will be completed by the end of fiscal year 2012.

Of the $0.8 million, $0.1 million was associated with employee separation expenses and $0.7 million was associated with employee relocation and recruitment fees, professional fees and other administrative costs.

Of the $8.9 million, $6.2 million was associated with employee separation expenses; $1.6 million was associated with professional consulting fees; $1.1 million was associated with employee relocation and recruitment fees, professional fees and other administrative costs.

The Company anticipates additional pre-tax costs to be within a range of $0.4 million to $3.5 million, which will primarily be associated with additional employee separation expenses and other fees.

Plant Realignment Costs

The $0.9 million of plant realignment costs incurred in the three month period ended September 29, 2012 is primarily due to severance and other costs for restructuring and cost improvement activities within the Americas and Europe regions. The $0.3 million of plant realignment costs incurred in the three month period ended October 1, 2011 is due to severance and other costs for restructuring and cost improvement activities in the Americas.

The $2.0 million of plant realignment costs incurred in the nine month period ended September 29, 2012, is primarily due to severance and other costs for restructuring and cost improvement activities within the Europe and Americas regions. The $1.3 million of plant realignment costs incurred in the eight month period ended October 1, 2011 is comprised of severance and other costs for restructuring and cost improvement activities in the Americas. The $0.2 million of restructuring and plant realignment costs incurred in the one month period ended January 28, 2011 is comprised of severance and other costs for restructuring and cost improvement activities in the Americas.

IS Support Initiative

The $0.8 million of costs incurred in the nine months ended September 29, 2012 is associated with the Company’s initiative to utilize a third-party service provider for its IS support tactical functions, including: service desk; desktop/end-user computing; server administration; network services; data center operations; database and applications development; and maintenance. The costs consist primarily of employee separation and severance expenses.

Other Restructuring Initiatives

Other restructuring initiatives consist of expenses associated with less significant restructuring activities resulting from the Company’s continuous evaluation of opportunities to optimize its manufacturing processes.

Accrued costs for restructuring and plant realignment efforts are included in Accounts payable and accrued liabilities in the Consolidated Balance Sheets. These costs generally arise from restructuring initiatives intended to result in lower working capital levels and improved operating performance and profitability through: (i) reducing headcount at both the plant and corporate levels and the realignment of management structures; (ii) improving manufacturing productivity and reducing corporate costs; and (iii) rationalizing certain assets, businesses and employee benefit programs.

The following table summarizes the components of the accrued liability with respect to the Company’s business restructuring activities as of and for the nine month period ended September 29, 2012 (in thousands):



Balance accrued at beginning of period	$	1,100
2012 restructuring and plant realignment costs	11,811
Cash payments	(9,210		)
Adjustments	(33		)
Balance accrued at end of period	$	3,668

Acquisition and Merger Related Costs

Blackstone Acquisition Costs

As a result of the Acquisition, the Company recognized $0.9 million, $0.5 million, $26.3 million and $6.1 million of expense associated with professional fees and other transaction-related costs during the three months ended October 1, 2011, the nine months ended September 29, 2012, the eight months ended October 1, 2011 and the one month period ended January 28, 2011, respectively. The Company incurred $19.3 million in direct financing costs associated with the issuance of the $560 million aggregate 7.75% senior secured notes (the “Senior Secured Notes”) and associated with entering into the senior secured asset-based revolving credit facility (the “ABL Facility”). These costs were recognized as an intangible asset on the Consolidated Balance Sheet as of December 31, 2011.

Accelerated Vesting of Share-Based Awards

Due to a change in control associated with the Acquisition, the Company’s predecessor restricted shares and restricted share units granted in accordance with the Company’s restricted stock plans became fully vested during the one month period ended January 28, 2011, were canceled and converted into the right to receive (i) upon the effective time of the Merger, an amount in cash equal to the per share closing payment; and (ii) on each escrow release date, an amount in cash equal to the per share escrow payment, in each case, less any applicable withholding taxes. Similarly, during the same period, the Company’s predecessor stock options granted in accordance with the Company’s stock option plan became fully vested and were canceled and converted into the right to receive, in full satisfaction of the rights of such holder with respect thereto, (i) upon the effective time of the Merger, an amount in cash equal to the number of shares of Company common stock subject to such stock option multiplied by the excess of the per share closing payment over the exercise price for such stock option, which was in all cases $6.00 per share; and (ii) on each date on which amounts were released from the escrow fund to the Company’s stockholders, an amount in cash equal to the number of shares of Company common stock subject to such stock option multiplied by the per share escrow payment, in each case, less any applicable withholding taxes.

In accordance with the guidance in ASC 718, the Company recognized $12.7 million of expense during the one month period ended January 28, 2011 associated with the accelerated vesting and cancellation of the share-based awards associated with these plans.

Other Special Charges

Colombia Flood

In December 2010, a severe rainy season impacted many parts of Colombia and caused the Company to temporarily cease manufacturing at its Cali, Colombia facility due to a breach of a levy and flooding at the industrial park where its manufacturing facility is located. The Company established temporary offices away from the flooded area and worked with customers to meet their critical needs through the use of our global manufacturing base. The facility re-established manufacturing operations on April 4, 2011 and operations reached full run rates in third quarter 2011.

The Company recognized net expenses in Special Charges, net of $0.1 million, $0.7 million and $1.7 million associated with the restoration of the Colombia manufacturing facility during the three months ended October 1, 2011, the eight months ended October 1, 2011 and the one month period ended January 28, 2011, respectively.

The fiscal year 2011 amounts were net of insurance proceeds. Further, during the eight months ended October 1, 2011, the Company capitalized $8.1 million of costs that were incurred to bring the manufacturing equipment to a functional state.

Other Charges

Other charges consist primarily of expenses related to the Company’s pursuit of other business transaction opportunities.

The Company reviews its business operations on an ongoing basis in light of current and anticipated market conditions and other factors and, from time to time, may undertake restructuring efforts and/or engage in acquisitions or dispositions of assets or businesses in order to optimize the Company’s overall business, performance or competitive position, some of which may be significant. To the extent any such decisions are made, the Company would likely incur costs, expenses and restructuring charges associated with such transactions, which could be material.