(3) Divestiture

In November 2012, we completed the sale of Diversey Japan to an investment vehicle of The Carlyle Group (“Carlyle”) for gross proceeds of $323 million, including certain purchase price adjustments. After transaction costs of $10 million, we used substantially of all the net proceeds of $313 million to prepay a portion of our term loans outstanding under our senior secured credit facilities in 2012. We recorded a pre-tax gain on the sale of $211 million ($179 million net of tax) which was included in discontinued operations in the consolidated statement of operations for the year ended December 31, 2012.

Diversey Japan was acquired as part of the acquisition of Diversey on October 3, 2011. In accordance with the applicable accounting guidance for the disposal of long-lived assets, the results of the Diversey Japan business are presented as discontinued operations, net of tax, in the condensed consolidated statements of operations and condensed consolidated statements of cash flows and all related disclosures and, as such, have been excluded from both continuing operations and segment results for three months ended March 31, 2012 presented.

Summary operating results for this discontinued operation were as follows:


	Three Months Ended
	March 31, 2012
Net sales	$	72.1

Operating profit	$	4.4

Earnings before income tax provision	$	3.9
Income tax provision		1.5

Net earnings from discontinued operations, net of tax	$	2.4

In connection with the sale, the Company entered into several agreements. While those agreements are expected to generate future revenues and cash flows for the Company, the estimated amounts and the Company’s continuing involvement in operations in Japan are not expected to be significant to the Company’s consolidated financial condition or results of operations.