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Acquisitions and Divestitures (Tables) | 12 Months Ended
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Dec. 31, 2014
Business Combinations [Abstract] |
Components of Consideration Transferred | The purchase price of Sealy consisted of the following items:
(in millions) |  |
Cash consideration for stock | $ | 231.2 |  | (1)
Cash consideration for share-based awards | 14.2 |  | (2)
Cash consideration for 8.0% Sealy Notes | 442.1 |  | (3)
Cash consideration for repayment of Sealy Senior Notes | 260.7 |  | (4)
Cash consideration for repayment of Sealy 2014 Notes | 276.9 |  | (5)
Total consideration | 1,225.1 |  |
Cash acquired | (52.2 | ) | (6)
Net consideration transferred | $ | 1,172.9 |  |
(1) | The cash consideration for outstanding shares of Sealy common stock is the product of the agreed-upon cash per share price of $2.20 and total Sealy shares of 105.1 million.
(2) | The cash consideration for share-based awards is the product of the agreed-upon cash per share price of $2.20 and the total number of RSUs and DSUs outstanding and the “in the money” stock options net of the weighted average exercise price.
(3) | The cash consideration for Sealy’s 8.0% Senior Secured Third Lien Convertible Notes due 2016 (“8.0% Sealy Notes”) is the result of applying the adjusted equity conversion rate to the 8.0% Sealy Notes tendered for conversion and multiplying the result by the agreed-upon cash per share price of $2.20. The 8.0% Sealy Notes that were converted represented the right to receive the same merger consideration that would have been payable to a holder of 201.0 million shares of Sealy common stock, subject to adjustment in accordance with the terms of the supplemental indenture governing the 8.0% Sealy Notes.
(4) | The cash consideration for Sealy’s 10.875% Senior Notes due 2016 (“Sealy Senior Notes”) reflects the repayment of the outstanding obligation.
(5) | The cash consideration for Sealy’s 8.25% Senior Subordinated Notes due 2014 (“Sealy 2014 Notes”) reflects the repayment of the outstanding obligation.
(6) | Represents the Sealy cash balance acquired at acquisition.
Components of Preliminary Purchase Price Allocation | The components of the final purchase price allocation are as follows:
(in millions) |
Accounts receivable | $ | 185.0 |
Inventory | 75.1 |
Prepaid expenses and other current assets | 22.8 |
Accounts payable | (77.9 | )
Accrued expenses | (137.2 | )
Property, plant and equipment | 242.9 |
Other assets | 32.6 |
Identifiable intangible assets: |
Indefinite-lived trade names | 521.2 |
Contractual retailer/distributor relationships | 91.1 |
Developed technology, including patents | 87.1 |
Customer databases | 3.9 |
Optimum™ trade name | 2.3 |
Deferred income taxes, net | (232.8 | )
8.0% Sealy Notes | (96.2 | )
Redeemable non-controlling interest | (11.3 | )
Other liabilities | (77.5 | )
Goodwill | 541.8 |
Net consideration transferred | $ | 1,172.9 |
Pro Forma Information | The following unaudited pro forma information presents the combined financial results for the Company as if the Sealy Acquisition had been completed at the beginning of the Company’s prior year, January 1, 2013. Prior to the Sealy Acquisition, Sealy used a 52-53 week fiscal year ending on the closest Sunday to November 30, but no later than December 2. The pro forma financial information set forth below for the year ended December 31, 2013 includes Sealy’s pro forma information for the combined twelve month period from December 3, 2012 through March 3, 2013 and April 1, 2013 through December 29, 2013.
|  | Year Ended
|  | December 31,
(in millions, except earnings per common share) |  | 2013
Net sales |  | $ | 2,757.2 |
Net income |  | $ | 90.9 |
Earnings per common share – Diluted |  | $ | 1.49 |

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4845-128472 + Details
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