ACQUISITIONS

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

On November 1, 2021, we acquired all the outstanding equity of Midwest, a warehousing, distribution, and transportation company based in Woodbridge, IL for a purchase price of $284 million, of which $283 million was paid in 2021. The acquisition is included in our SCS business segment. The acquisition will expand our supply chain services, including multi-customer warehousing and distribution.

The following table provides the preliminary purchase price allocation of the fair value of the assets and liabilities for Midwest as of the acquisition date:


	(In thousands)
Assets:
Goodwill	$	95,627
Intangible assets, net	135,150
Other assets	131,600
Total assets	362,377

Liabilities:
Accounts payable and other liabilities	78,813
Net assets acquired	$	283,564

The excess of the purchase consideration over the aggregate estimated fair values of identifiable assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized reflects supply chain services growth opportunities and expected cost synergies of combining Midwest with our business. All of the goodwill is expected to be deductible for income tax purposes.

The estimated fair values of assets acquired and liabilities assumed in the acquisition of Midwest are provisional and are based on the information that was available as of the acquisition date. We believe that we have sufficient information to provide a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. The purchase price excludes certain items to be resolved post-closing with the seller, which may result in additional adjustments to the final purchase price. Therefore, the provisional measurements of estimated fair values reflected are subject to change. We expect to finalize the valuation and complete the purchase consideration allocation no later than one year from the respective acquisition date.

On January 1, 2022, we acquired all the outstanding equity of Whiplash, a leading national provider of omnichannel fulfillment and logistics services for an approximate purchase price of $481 million. The purchase price includes $439 million of cash placed in escrow and classified as restricted cash with the remaining classified as a deposit. As of December 31, 2021, the restricted cash and deposit were reflected in "Prepaid expenses and other current assets" on the Consolidated Balance Sheets. The acquisition will be included in our SCS business segment. The acquisition is expected to expand our e-commerce and omnichannel fulfillment network. None of the goodwill is deductible for income tax purposes.