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Acquisition of Advanced Disposal | 3 Months Ended
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Mar. 31, 2021
Acquisition of Advanced Disposal |
Acquisition of Advanced Disposal | 8. Acquisition of Advanced Disposal On October 30, 2020, we completed the acquisition of all outstanding shares of Advanced Disposal for $30.30 per share in cash, pursuant to an Agreement and Plan of Merger dated April 14, 2019, as amended on June 24, 2020. Total enterprise value of the acquisition was $4.6 billion when including approximately $1.8 billion of Advanced Disposal’s net debt. This acquisition grows our footprint and allows us to provide differentiated, sustainable waste management and recycling services to approximately three million new commercial, industrial, and residential customers, primarily located in the Eastern half of the U.S. The acquisition was funded using a $3.0 billion, 364-day, U.S. revolving credit facility and our commercial paper program. In November 2020, we issued $2.5 billion of senior notes and used a portion of the proceeds to repay all outstanding borrowings under the $3.0 billion, 364-day, U.S. revolver and terminated the facility. Our consolidated financial statements have not been retroactively restated to include Advanced Disposal’s historical financial position or results of operations. The acquisition was accounted for as a business combination. In accordance with the purchase method of accounting, the purchase price paid has been allocated to the assets and liabilities acquired based upon their estimated fair values as of the acquisition date, with the excess of the purchase price over the net assets acquired recorded as goodwill. We are in the process of valuing all of the assets and liabilities acquired in the acquisition, and, until we have completed our valuation process, there may be adjustments to our estimates of fair value and resulting preliminary purchase price allocation, specifically those that require significant accounting estimates and assumptions, such as our landfills and intangibles. Goodwill of $2.5 billion was calculated as the excess of the consideration paid over the net assets recognized and represents the future economic benefits expected to arise from other assets acquired that could not be individually identified and separately recognized. Goodwill has been assigned to our Areas that have integrated these operations as they are benefiting from the synergies of the combination. Goodwill related to this acquisition is not deductible for income tax purposes. The following table shows the preliminary purchase price allocation as of the date acquired, and adjustments to March 31, 2021 (in millions):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | October 30, 2020 |  | Adjustments |  | March 31, 2021
Accounts and other receivables | ​ | $ | 159 | ​ | $ | — | ​ | $ | 159
Parts and supplies | ​ |  | 8 | ​ |  | — | ​ |  | 8
Other current assets | ​ |  | 17 | ​ |  | — | ​ |  | 17
Assets held for sale (a) | ​ |  | 1,022 | ​ |  | — | ​ |  | 1,022
Property and equipment | ​ | ​ | 1,278 | ​ | ​ | 17 | ​ | ​ | 1,295
Goodwill | ​ | ​ | 2,470 | ​ | ​ | — | ​ | ​ | 2,470
Other intangible assets | ​ | ​ | 604 | ​ | ​ | (3) | ​ | ​ | 601
Investments in unconsolidated entities | ​ | ​ | 9 | ​ | ​ | — | ​ | ​ | 9
Other assets | ​ | ​ | 27 | ​ | ​ | (2) | ​ | ​ | 25
Accounts payable | ​ | ​ | (107) | ​ | ​ | — | ​ | ​ | (107)
Accrued liabilities | ​ | ​ | (155) | ​ | ​ | — | ​ | ​ | (155)
Deferred revenues | ​ | ​ | (19) | ​ | ​ | — | ​ | ​ | (19)
Current portion of long-term debt | ​ | ​ | (12) | ​ | ​ | — | ​ | ​ | (12)
Liabilities held for sale (a) | ​ | ​ | (234) | ​ | ​ | — | ​ | ​ | (234)
Long-term debt, less current portion (b) | ​ | ​ | (441) | ​ | ​ | — | ​ | ​ | (441)
Landfill and environmental remediation liabilities | ​ | ​ | (242) | ​ | ​ | (1) | ​ | ​ | (243)
Deferred income taxes | ​ | ​ | (223) | ​ | ​ | (12) | ​ | ​ | (235)
Other liabilities | ​ | ​ | (79) | ​ | ​ | 1 | ​ | ​ | (78)
Total purchase price | ​ | $ | 4,082 | ​ | $ | — | ​ | $ | 4,082
(a) | In connection with our acquisition of Advanced Disposal, we were required by the U.S. Department of Justice to divest assets, including a portion of the assets acquired from Advanced Disposal. Upon acquisition these assets met the criteria for reporting discontinued operations and were classified as held for sale and included within the “Assets held for sale” and “Liabilities held for sale” line items in the above preliminary allocation of purchase price. Immediately following the closing of our acquisition of Advanced Disposal, the transactions contemplated by the U.S. Department of Justice were consummated and we sold the net assets to GFL Environmental for total consideration of $856 million.
(b) | At the time of acquisition, Advanced Disposal had outstanding $425 million of 5.625% senior notes due November 2024, the fair value of which was $438 million. In November 2020, we redeemed the notes pursuant to an optional redemption feature.
The preliminary allocation of $601 million as of March 31, 2021 for other intangibles includes $572 million for customer relationships with an amortization period of 15 years and $29 million of other intangibles with a weighted average amortization period of seven years.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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