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Acquisition and Divestiture Activity | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisition and Divestiture Activity | Acquisition and Divestiture Activity Acquisition of Foxpak Flexibles Ltd. On February 2, 2022, SEE acquired Foxpak Flexibles Ltd. (“Foxpak”), a privately-owned Irish packaging solutions company. Foxpak is a digital printing pioneer that partners with brands to deliver highly decorated packaging solutions, stand-up and spout pouches, and sachets that serve a variety of markets including food retail, pet food, seafood, and snacks. This transaction resulted in a purchase price paid of $9.7 million, including purchase price adjustments that were recorded in the second and fourth quarters of 2022. The Company allocated the consideration transferred to the fair value of assets acquired and liabilities assumed, resulting in an allocation to goodwill of $5.2 million and an allocation to identifiable intangible assets of $2.7 million. The acquisition is included in our Food reporting segment. Goodwill is not deductible for tax purposes. A deferred tax liability of $0.3 million on identifiable intangible assets was recorded on the opening balance sheet. The Foxpak acquisition was not material to our consolidated financial statements. Acquisition of Automated Packaging Systems, LLC On August 1, 2019 the Company acquired 100% of the limited liability company interest in Automated Packaging Systems, LLC, formerly Automated Packaging Systems, Inc., a manufacturer of automated bagging systems. The acquisition is included in our Protective reporting segment. Automated Packaging Systems has provided opportunities to expand the Company's automated solutions and into adjacent markets. Consideration paid for Automated Packaging Systems was $441.4 million in cash. The opening balance sheet included $58.2 million of assumed liabilities in connection with a deferred incentive compensation plan for Automated Packaging Systems' European employees. Related to this plan, payments of $17.4 million and $19.0 million were made during the years ended December 31, 2021 and 2020, respectively. Sealed Air made the final payment to the deferred incentive compensation plan participants of $0.5 million in 2022. The purchase price was primarily funded with proceeds from the incremental term facility provided for under an amendment to our Third Amended and Restated Credit Agreement. For the year ended December 31, 2020, transaction expenses recognized for the Automated Packaging Systems acquisition were $0.3 million. These expenses are included within Selling, general and administrative expenses in the Consolidated Statements of Operations. The following table summarizes the consideration transferred to acquire Automated Packaging Systems and the allocation of the purchase price among the assets acquired and liabilities assumed, including measurement period adjustments recorded through the finalized purchase price allocation on August 1, 2020.
|  | Revised Preliminary Allocation |  | Measurement Period |  | Final Allocation
(In millions) |  | As of August 1, 2019 |  | Adjustments |  | As of September 30, 2020
Total consideration transferred |  | $ | 445.7 |  |  | $ | (4.3) |  |  | $ | 441.4 |
Assets: |  |  |  |  |  |
Cash and cash equivalents |  | 16.0 |  |  | (0.2) |  |  | 15.8 |
Trade receivables, net |  | 37.3 |  |  | — |  |  | 37.3 |
Other receivables |  | 0.3 |  |  | — |  |  | 0.3 |
Inventories, net |  | 40.7 |  |  | (0.7) |  |  | 40.0 |
Prepaid expenses and other current assets |  | 2.3 |  |  | — |  |  | 2.3 |
Property and equipment, net |  | 76.9 |  |  | 8.7 |  |  | 85.6 |
Identifiable intangible assets, net |  | 81.1 |  |  | (0.6) |  |  | 80.5 |
Goodwill |  | 261.3 |  |  | (14.6) |  |  | 246.7 |
Operating lease right-of-use-assets |  | — |  |  | 4.3 |  |  | 4.3 |
Other non-current assets |  | 24.7 |  |  | 1.1 |  |  | 25.8 |
Total assets |  | $ | 540.6 |  |  | $ | (2.0) |  |  | $ | 538.6 |
Liabilities: |  |  |  |  |  |
Accounts payable |  | 12.0 |  |  | — |  |  | 12.0 |
Current portion of long-term debt |  | 2.6 |  |  | (0.5) |  |  | 2.1 |
Current portion of operating lease liabilities |  | — |  |  | 1.5 |  |  | 1.5 |
Other current liabilities |  | 56.2 |  |  | (3.3) |  |  | 52.9 |
Long-term debt, less current portion |  | 4.3 |  |  | (0.3) |  |  | 4.0 |
Long-term operating lease liabilities, less current portion |  | — |  |  | 2.8 |  |  | 2.8 |
Deferred taxes |  | — |  |  | 0.5 |  |  | 0.5 |
Other non-current liabilities |  | 19.8 |  |  | 1.6 |  |  | 21.4 |
Total liabilities |  | $ | 94.9 |  |  | $ | 2.3 |  |  | $ | 97.2 |
Measurement period adjustments recorded in the year ended December 31, 2020 through finalization of the purchase price allocation on August 1, 2020 were primarily a result of a favorable net working capital and purchase price settlement with the seller of $4.3 million during the first quarter of 2020. The following table summarizes the identifiable intangible assets, net and their useful lives.
|  | Amount |  | Useful life
| (In millions) |  | (In years)
Customer relationships |  | $ | 28.9 |  |  | 13.0
Trademarks and tradenames |  | 15.6 |  |  | 9.1
Capitalized software |  | 2.4 |  |  | 3.0
Technology |  | 29.6 |  |  | 6.4
Backlog |  | 4.0 |  |  | 0.4
Total intangible assets with definite lives |  | $ | 80.5 |  |  |
Goodwill is a result of the expected synergies and cross-selling opportunities that this acquisition is expected to provide for the Company, as well as the expected growth potential in acquired automated and sustainable solutions. Goodwill allocated to Automated Packaging Systems' U.S. entities is deductible for tax purposes. Goodwill allocated to Automated Packaging Systems' foreign entities is not deductible for tax purposes. The goodwill balance associated with Automated Packaging Systems is included in the Protective reportable segment. Other non-current assets at the opening balance sheet date included the net overfunded position of a closed defined benefit pension plan in the UK. Refer to Note 17, "Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans," for additional information on the Company's other defined benefit pension plans. In conjunction with the acquisition and subsequent integration of Automated Packaging Systems, the Company incurred restructuring charges. No restructuring accrual was included in our opening balance sheet as the liability did not exist at the time of acquisition. Refer to Note 12, "Restructuring Activities," for more detail on the Company's restructuring activity. The inclusion of Automated Packaging Systems in our consolidated financial statements was not deemed material with respect to the requirement to provide pro forma results of operations in ASC 805. As such, pro forma information is not presented. Divestiture of Reflectix, Inc. On November 1, 2021, the Company completed the sale of Reflectix, Inc. (“Reflectix”), a wholly-owned subsidiary that sells branded reflective insulation solutions, with operations located in Markleville, Indiana. The decision to sell this business was consistent with the Company's overall strategic priorities focused on packaging solutions. Reflectix was previously included within the Protective reporting segment. The disposal does not represent a strategic shift that will have a major effect on our operations and financial results and therefore did not qualify as a discontinued operation. The selling price of the business was $82.5 million, paid in cash received during the fourth quarter 2021. We recorded a $45.3 million pre-tax gain on the sale of the business, within Gain on sale of businesses and property and equipment on the Consolidated Statements of Operations. The business had a net carrying value of $35.8 million, which included inventory of $6.8 million, trade receivables of $6.6 million, property and equipment of $1.0 million, and goodwill of $23.2 million. The goodwill is not deductible for tax purposes. The assets were partially offset by accrued liabilities which were individually immaterial. We recorded $17.3 million in tax expense related to the gain from the sale of Reflectix within Income tax provision on the Consolidated Statements of Operations for the year ended December 31, 2021. In the second quarter of 2022, we recorded a gain of $0.4 million related to the final net working capital settlement within Selling, general and administrative expenses on the Consolidated Statements of Operations. We maintain no on-going investment or relationship that would result in the sold business becoming a related party.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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