Note 3 Divestiture

On February 11, 2015, we entered into an Asset Purchase Agreement with NOVIPAX, a portfolio company of Atlas Holdings LLC, to sell our North American foam trays and absorbent pads business for gross proceeds of $82 million, subject to purchase price adjustments. The decision to sell this business was based on managements' assessment that the business was becoming quickly commoditized and faced significant competitive pricing pressure and declining profit margins. The transaction closed on April 1, 2015; see Note 19, “Subsequent Events” for further information.

During the three months ended March 31, 2015, the North American foam trays and absorbent pads business met the held for sale criteria and has been included as such in all periods presented in our condensed consolidated balance sheets. The disposal of the North American foam trays and absorbent pads business did not qualify as a discontinued operation.

The carrying value of the major classes of assets and liabilities for the business was as follows:

	March 31,		December 31,
(In millions)	2015		2014
Assets:
Other receivables	$	-	$	0.1
Inventories		14.1		12.3
Prepaid expenses		0.1		0.1
Property and equipment, net		22.4		22.6
Goodwill		6.9		6.9
Assets held for sale	43.5			42.0

Liabilities:
Accrued liabilities	2.4		6.1
Liabilities held for sale	$	2.4	$	6.1

For the three months ended March 31, 2015 and March 31, 2014, the North American foam trays and absorbent pads businesses contributed approximately $53 million of net sales in each period; and $10 million and $9 million of pre-tax income, respectively, which excludes certain allocated costs, including corporate support services, for which the Company would normally include in measuring its performance. The North American foam trays and absorbent pads business was part of the Company’s Food Care division.