Note 3 Divestitures and Acquisitions

Divestitures

Sale of North American foam trays and absorbent pads business

On April 1, 2015, we completed the sale of our North American foam trays and absorbent pads business to NOVIPAX, a portfolio company of Atlas Holdings LLC, for net proceeds of $76 million, net of certain purchase price adjustments of $6 million and subject to final purchase price adjustment. The decision to sell this business was consistent with the Company's overall strategy to focus on innovation and differentiation in its portfolio of products within the flexible packaging industry. The sale included our manufacturing facilities in Paxinos and Reading, PA, Indianapolis, IN, Rockingham, NC, and Grenada, MS. We recorded a $27 million pre-tax gain on sale of business, which is included in Gain on sale of business, net in the Consolidated Statement of Operations for the year ended December 31, 2015.

The North American foam trays and absorbent pads business was part of the Company’s Food Care division. The disposal of the North American foam trays and absorbent pads business did not qualify as a discontinued operation.

The carrying amounts of assets and liabilities at disposition on April 1, 2015 are excluded from our Consolidated Balance Sheet as of December 31, 2015. The carrying value of the major classes of assets and liabilities for the business at the date of disposition and on December 31, 2014 (reported as held for sale) were as follows:

	April 1,		December 31,
(In millions)	2015		2014
Assets:
Other receivables	$	—	$	0.1
Inventories		15.2		12.3
Prepaid expenses		0.1		0.1
Property and equipment, net		22.6		22.6
Goodwill		6.9		6.9
Assets held for sale	$	44.8	$	42.0

Liabilities:
Accrued liabilities		2.7		6.1
Liabilities held for sale	$	2.7	$	6.1

For the year ended December 31, 2015 and 2014, the North American foam trays and absorbent pads businesses contributed approximately $53 million and $214 million of net sales; and $10 million and $37 million of earnings before income taxes, respectively, which excludes certain allocated costs, including corporate support services, for which the Company would normally include in measuring its performance.

Sale of European food trays business

On November 1, 2015, we completed the sale of our European food trays business to Faerch Plast A/S, a European food packaging solutions provider, for net proceeds of €18 million euros or approximately $19 million, net of certain purchase price adjustments of €2 million euros or approximately $2 million and subject to final purchase price adjustments. The net proceeds excluded contingent consideration which will be received if certain performance targets are met. This transaction follows the sale of our North American foam trays and absorbent pads business in April 2015 and is aligned with our continued commitment to a disciplined approach to portfolio management strategy. The European sale included the manufacturing facilities in Poole, UK and Bunol, Spain. We recorded a $13 million pre-tax loss on the sale of business, which is included in Gain on sale of business, net in the Consolidated Statement of Operations for the year ended December 31, 2015.

The European food trays business was part of the Company’s Food Care division. The European food trays business met the held for sale criteria in the fourth quarter of 2015 prior to its disposition and has been included as such in the December 31, 2014 periods presented in our Consolidated Balance Sheet. The disposal of the European food trays business did not qualify as a discontinued operation.

The carrying amounts of assets and liabilities at disposition on November 1, 2015 are excluded from our Consolidated Balance Sheet as of December 31, 2015. The carrying value of the major classes of assets and liabilities for the business at the date of disposition and on December 31, 2014 (reported as held for sale) were as follows:

	November 1,		December 31,
(In millions)	2015		2014
Assets:
Receivables, net	$	0.2	$	0.2
Inventories, net		6.0		6.9
Other current assets		0.8		0.3
Property and equipment, net		22.4		27.6
Goodwill		1.5		1.7
Other non-current assets		0.4		0.4
Assets held for sale	$	31.3	$	37.1

Liabilities:
Accounts payable		1.6		1.6
Accrued liabilities		2.1		4.2
Other current liabilities		0.6		0.5
Long term debt		0.4		0.6
Other non-current liabilities		0.1		—
Liabilities held for sale	$	4.8	$	6.9

For the years ended December 31, 2015 and 2014, the European food trays business contributed approximately $49 million and $71 million of net sales; and $7 million and $5 million of earnings from continuing operations before income tax provision, respectively, which excludes certain allocated costs, including corporate support services for which the Company would normally include in measuring its performance.

Sale of Rigid Medical Packaging Business

On December 6, 2013, we completed the sale of the rigid medical packaging business to a private equity firm, Mason Wells Buyout Fund III, L.P. for gross proceeds of $125 million, including certain purchase price adjustments. Net proceeds were $122 million. We recorded $40 million gain on sale of business ($23 million net of tax) which is included in net earnings on the Consolidated Statements of Operations for the year ended December 31, 2013.

The rigid medical packaging business was included in the “Other” category for segment reporting purposes and was comprised of: Nelipak Holdings, located in the Netherlands and Ireland, Alga Plastics, located in the U.S. and ATE located in Costa Rica.

The results of the rigid medical packaging business are presented as discontinued operations, net of tax, on the Consolidated Statements of Operations for the year ended December 31, 2013 and cash flows and related disclosures and, as such, have been excluded from both continuing operations and segment results for the year presented. The operating results of the retained portion of the previously reported Medical Applications business continue to be reported in the “Other” category for segment reporting purposes.

Following is selected financial information included in net earnings from discontinued operations:

	Year Ended December 31,
(In millions)	2013
Net sales	$	89.6
Operating profit	$	11.4
Earnings before income tax provision	$	11.1
Income tax provision		3.5
Net earnings from discontinued operations	$	7.6
Gain on sale of discontinued operations before income tax provision	$	40.2
Income tax provision on sale		17.3
Net gain on sale of discontinued operations	$	22.9

There is no continuing involvement in the operations of the entities that make up the discontinued operations.

Acquisitions

Acquisition of Intellibot Robotics, LLC

During the first quarter of 2015, we acquired the business of Intellibot Robotics LLC, a U.S.-based privately owned company that has pioneered the development of robotic commercial floor cleaning machines. The combination of Diversey Care’s industry expertise and global reach and Intellibot’s artificial intelligence technology will help accelerate the development of the robotic floor cleaning machines market – ultimately driving efficiencies and business value for the hygiene industry.

The fair value of the consideration transferred was $18 million which included cash paid of $9 million and $9 million related to the fair value of contingent consideration. We recorded the fair value of the assets acquired and liabilities assumed on the acquisition date, which included $11 million of intangible assets. Based on the preliminary allocation, goodwill of $7 million was recorded and 100% will be deductible for tax purposes.

The contingent consideration, which is classified as a liability, includes earnout fees to be paid out in cash to the seller over a 10 year period based on various percentages of net sales over the 10 year period. Since it is classified as a liability, we must remeasure to fair value each reporting period. The fair value of the liability as of December 31, 2015 was $10 million, mostly included in non-current liabilities on the Consolidated Balance Sheet. The less than $1 million change in fair value was recognized in selling, general and administrative expenses. The valuation of the contingent consideration is based on a probability weighted projection of payments over the 10 year period using the deterministic method. These projections are based on our internal forecast of the business performance and since this is an unobservable input used in the fair value measurement it would be considered a Level 3 input (as defined in Note 13, “Fair Value Measurements and Other Financial Instruments”). In addition, the probability weighted earnout payments were present valued using factors to consider the risk associated with achievement of the sales forecast and the credit risk associated with the payments.

Acquisition of B+ Equipment

During the third quarter of 2015, we acquired 100% equity interest in the business of B+ Equipment, a company headquartered in France that designs, manufactures and services automated packaging equipment for order fulfillment operations. Our acquisition strategy is focused on best-in-class, disruptive technologies that extends Product Care’s leadership position. The acquisition of B+ further solidifies our position in the growing e-commerce market with a solution that focuses on reducing the cost of shipping and increasing productivity.

The fair value of the consideration transferred was $19 million which included an immaterial amount related to the fair value of contingent consideration. We recorded the fair value of the assets acquired and liabilities assumed on the acquisition date, which included $15 million of intangible assets. Based on the preliminary allocation, goodwill of $6 million was recorded and none will be deductible for tax purposes.

Other

During the fourth quarter of 2015, we acquired a small business in the Food Care division. The purchase price allocation had not been completed as of December 31, 2015, as such $7 million of the purchase price has been preliminarily allocated to goodwill.