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ACQUISITIONS AND DIVESTITURES | 6 Months Ended
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Apr. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES 2024 Acquisitions Ipackchem Acquisition The Company acquired Ipackchem Group SAS (“Ipackchem”) on March 26, 2024 (the “Ipackchem Acquisition”). Ipackchem is a global market leader in the production of high-performance plastic packaging, including premium barrier and non-barrier jerrycans and other small plastic containers. The total purchase price for this acquisition was $582.1 million. The Company incurred transaction costs of $8.9 million to complete this acquisition. The following table summarizes the consideration transferred to acquire Ipackchem and the preliminary valuation of identifiable assets acquired and liabilities assumed at the acquisition date:
(in millions) | Amounts Recognized as of the Acquisition Date |  |
Fair value of consideration transferred |  |  |
Cash consideration | $ | 582.1 |  |  |
Recognized amounts of identifiable assets acquired and liabilities assumed |  |  |
Cash and cash equivalents | $ | 14.5 |  |  |
Accounts receivable | 50.9 |  |  |
Inventories | 36.7 |  |  |
Other current assets | 4.9 |  |  |
Intangibles | 231.7 |  |  |
Operating lease right-of-use assets | 15.1 |  |  |
Finance lease right-of-use assets | 8.2 |  |  |
Other long-term assets | 1.0 |  |  |
Properties, plants and equipment | 91.5 |  |  |
Total assets acquired | 454.5 |  |  |
Accounts payable | (17.2) |  |  |
Short-term borrowings | (26.2) |  |  |
Other current liabilities | (13.2) |  |  |
Operating lease liabilities | (14.2) |  |  |
Finance lease liabilities | (10.0) |  |  |
Long-term deferred tax liability | (62.1) |  |  |
Other long-term liabilities | (5.3) |  |  |
Total liabilities assumed | (148.2) |  |  |
Total identifiable net assets | $ | 306.3 |  |  |
Goodwill | $ | 275.8 |  |  |
The Company recognized goodwill related to this acquisition of $275.8 million. The goodwill recognized in this acquisition was attributable to the acquired assembled workforce, expected synergies and economies of scale, none of which qualify for recognition as a separate intangible asset. Ipackchem is reported within the Global Industrial Packaging segment to which the goodwill was assigned. The goodwill is not expected to be deductible for tax purposes. The cost approach was used to determine the fair value for land, building, improvements and equipment. The cost approach measures the value by estimating the cost to acquire, or construct, comparable assets and adjusts for age and condition. The Company assigned to land use rights, building and improvements a useful life ranging from 1 year to 21 years and equipment a useful life ranging from 1 year to 10 years. Acquired property, plant and equipment are being depreciated over their estimated remaining useful lives on a straight-line basis. The fair value for acquired customer relationship intangibles was determined as of the acquisition date based on estimates and judgments regarding expectations for the future after-tax cash flows arising from the revenue from customer relationships that existed on the acquisition date over their estimated lives, including the probability of expected future contract renewals and revenue, less a contributory assets charge, all of which is discounted to present value. The fair value for acquired developed technology was determined as of the acquisition date based on estimates and judgments regarding expectations for the future after-tax cash flows arising from the revenue from developed technology that existed on the acquisition date over their estimated lives. The fair values of the trademark intangible assets were determined utilizing the relief from royalty method, which is a form of the income approach. Under this method, a royalty rate based on observed market royalties is applied to projected revenue supporting the trademarks and discounted to present value using an appropriate discount rate. Acquired intangible assets are being amortized over the estimated useful lives on a straight-line basis. The following table summarizes the preliminary purchase price allocation and weighted average remaining useful lives for identifiable intangible assets acquired as of the acquisition date:
(in millions) | Purchase Price Allocation | Weighted Average Estimated Useful Life
Customer relationships | $ | 182.4 |  | 15.0
Developed technology | 39.0 |  | 8.0
Trademarks | 10.3 |  | 5.0
Total intangible assets | $ | 231.7 |  |
The Company has not yet finalized the determination of the fair value of assets acquired and liabilities assumed. The Company expects to finalize these amounts within one year of the acquisition date. The estimate of fair value and purchase price allocation were based on information available at the time of closing the acquisition, and the Company continues to evaluate the underlying inputs and assumptions that are being used in the fair value estimates of all assets acquired and liabilities assumed. Accordingly, these preliminary estimates are subject to adjustments during the measurement period, not to exceed one year from the acquisition date, based upon new information obtained about facts and circumstances that existed as of the date of closing the acquisition. Ipackchem’s results of operations have been included in the Company’s financial statements for the period subsequent to the acquisition date of March 26, 2024. Ipackchem contributed net sales of $22.6 million for the three months ended April 30, 2024. Pro Forma Results The following unaudited supplemental pro forma data presents consolidated information as if the Ipackchem Acquisition had been completed on November 1, 2022. These amounts were calculated after adjusting Ipackchem’s results to reflect interest expense incurred on the debt to finance the acquisition, additional depreciation and amortization that would have been charged assuming the fair value of property, plant and equipment and intangible assets had been applied from November 1, 2022, the adjusted income tax expense, and related transaction costs.
| Three Months Ended April 30, |  | Six Months Ended April 30,
(in millions, except per share amounts) | 2024 |  | 2023 |  | 2024 |  | 2023
Pro forma net sales | $ | 1,404.3 |  |  | $ | 1,366.9 |  |  | $ | 2,665.7 |  |  | $ | 2,693.4 |
Pro forma net income attributable to Greif, Inc. | 54.6 |  |  | 114.9 |  |  | 130.2 |  |  | 190.2 |
Basic earnings per share attributable to Greif, Inc. common shareholders: |  |  |  |  |  |  |
Class A common stock | $ | 0.94 |  |  | $ | 3.28 |  |  | $ | 2.26 |  |  | $ | 3.28 |
Class B common stock | $ | 1.42 |  |  | $ | 4.90 |  |  | $ | 3.38 |  |  | $ | 4.90 |
Diluted earnings per share attributable to Greif, Inc. common shareholders: |  |  |  |  |  |  |
Class A common stock | $ | 0.94 |  |  | $ | 3.25 |  |  | $ | 2.26 |  |  | $ | 3.25 |
Class B common stock | $ | 1.42 |  |  | $ | 4.90 |  |  | $ | 3.38 |  |  | $ | 4.90 |
The unaudited supplemental pro forma financial information is based on the Company’s preliminary assignment of purchase price and therefore subject to adjustment upon finalizing the purchase price assignment. The pro forma data should not be considered indicative of the results that would have occurred if the acquisition and related financing had been consummated on the assumed completion dates, nor are they indicative of future results. 2023 Acquisitions ColePak Acquisition The Company acquired a 51% ownership interest in ColePak, LLC (“ColePak”) on August 23, 2023 (the “ColePak Acquisition”). ColePak is a manufacturer of bulk and specialty partitions made from both containerboard and uncoated recycled board and is the second largest supplier of paper partitions in North America. The total purchase price for this acquisition, net of cash acquired, was $74.6 million. The fair value of the remaining noncontrolling interest of 49% after the acquisition was $72.1 million, which was determined using a Monte Carlo option pricing model, and is redeemable through contractual terms. The following table summarizes the consideration transferred to acquire ColePak and the preliminary valuation of identifiable assets acquired and liabilities assumed at the acquisition date:
(in millions) | Amounts Recognized as of the Acquisition Date | Measurement Period Adjustments | Amount Recognized as of Acquisition Date (as Adjusted)
Fair value of consideration transferred |  |  |
Cash consideration | $ | 74.6 |  | $ | — |  | $ | 74.6 |
Noncontrolling interest | 72.1 |  | — |  | 72.1 |
Recognized amounts of identifiable assets acquired and liabilities assumed |  |  |
Accounts receivable | $ | 6.7 |  | $ | — |  | $ | 6.7 |
Inventories | 3.3 |  | — |  | 3.3 |
Intangibles | 59.0 |  | — |  | 59.0 |
Operating lease right-of use assets | 8.6 |  | — |  | 8.6 |
Properties, plants and equipment | 19.4 |  | — |  | 19.4 |
Total assets acquired | 97.0 |  | — |  | 97.0 |
Accounts payable and other current liabilities | (1.8) |  | — |  | (1.8) |
Operating lease liabilities | (8.6) |  | — |  | (8.6) |
Total liabilities assumed | (10.4) |  | — |  | (10.4) |
Total identifiable net assets | $ | 86.6 |  | $ | — |  | $ | 86.6 |
Goodwill | $ | 60.1 |  | $ | — |  | $ | 60.1 |
The Company recognized goodwill related to this acquisition of $60.1 million. The goodwill recognized in this acquisition was attributable to the acquired assembled workforce, expected synergies, economies of scale and expanded market presence, none of which qualify for recognition as a separate intangible asset. ColePak is reported within the Paper Packaging & Services segment to which the goodwill was assigned. The goodwill is expected to be deductible for tax purposes. The fair value for acquired customer relationship intangibles was determined as of the acquisition date based on estimates and judgments regarding expectations for the future after-tax cash flows arising from the revenue from customer relationships that existed on the acquisition date over their estimated lives, including the probability of expected future contract renewals and revenue, less a contributory assets charge, all of which is discounted to present value. The fair values of the trademark intangible assets were determined utilizing the relief from royalty method, which is a form of the income approach. Under this method, a royalty rate based on observed market royalties is applied to projected revenue supporting the trademarks and discounted to present value using an appropriate discount rate. Acquired intangible assets are being amortized over the estimated useful lives on a straight-line basis. The following table summarizes the preliminary purchase price allocation and weighted average remaining useful lives for identifiable intangible assets acquired as of the acquisition date:
(in millions) | Purchase Price Allocation | Weighted Average Estimated Useful Life
Customer relationships | $ | 50.6 |  | 15.0
Trademarks | 8.4 |  | 5.0
Total intangible assets | $ | 59.0 |  |
The Company has not yet finalized the determination of the fair value of assets acquired and liabilities assumed, including income taxes and contingencies. The Company expects to finalize these amounts within one year of the acquisition date. The estimate of fair value and purchase price allocation were based on information available at the time of closing the acquisition, and the Company continues to evaluate the underlying inputs and assumptions that are being used in fair value estimates. Accordingly, these preliminary estimates are subject to adjustments during the measurement period, not to exceed one year from the date of the acquisition, based upon new information obtained about facts and circumstances that existed as of the date of closing the acquisition. Centurion Acquisition The Company completed its acquisition of controlling influence over Centurion Container LLC (“Centurion”) on March 31, 2023 (the “Centurion Acquisition”), by increasing the Company’s ownership interest in Centurion from approximately 10% to 80%. Centurion is a leader in the North American intermediate bulk container (“IBC”) reconditioning industry and is involved in IBC rebottling, reconditioning, and distribution. The total purchase price for this acquisition, net of cash acquired, was $144.5 million. The fair value of the remaining noncontrolling interest of 20% after the acquisition was $40.9 million, which was determined using the implied enterprise value based on the purchase price and redemption mechanism, and is redeemable through contractual terms. Prior to the acquisition, the Company accounted for its approximately 10% ownership interest under the equity method of accounting. The acquisition of a controlling financial interest was accounted for as a step acquisition in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations”. As a result, fair value of our previously held interest in Centurion of $16.8 million was valued using a discounted cash flow model, resulting in a gain of $9.8 million. The gain was reflected in the consolidated statements of income within the gain on disposal of businesses, net line. The following table summarizes the consideration transferred to acquire Centurion and the final valuation of identifiable assets acquired and liabilities assumed at the acquisition date:
(in millions) | Amounts Recognized as of the Acquisition Date | Measurement Period Adjustments | Amount Recognized as of Acquisition Date (as Adjusted)
Fair value of consideration transferred |  |  |
Cash consideration | $ | 144.5 |  | $ | — |  | $ | 144.5 |
Noncontrolling interest | 40.9 |  | — |  | 40.9 |
Previously held interest | 16.8 |  | — |  | 16.8 |
Recognized amounts of identifiable assets acquired and liabilities assumed |  |  |
Accounts receivable | $ | 12.4 |  | $ | — |  | $ | 12.4 |
Inventories | 2.0 |  | — |  | 2.0 |
Prepaid and other current assets | 0.4 |  | — |  | 0.4 |
Intangibles | 83.4 |  | 9.4 |  | 92.8 |
Operating lease right-of use assets | 10.2 |  | — |  | 10.2 |
Properties, plants and equipment | 7.7 |  | — |  | 7.7 |
Total assets acquired | 116.1 |  | 9.4 |  | 125.5 |
Accounts payable | (4.2) |  | — |  | (4.2) |
Other current liabilities | (4.3) |  | — |  | (4.3) |
Operating lease liabilities | (10.2) |  | — |  | (10.2) |
Total liabilities assumed | (18.7) |  | — |  | (18.7) |
Total identifiable net assets | $ | 97.4 |  | $ | 9.4 |  | $ | 106.8 |
Goodwill | $ | 104.8 |  | $ | (9.4) |  | $ | 95.4 |
The Company recognized goodwill related to this acquisition of $95.4 million. The goodwill recognized in this acquisition was attributable to the acquired assembled workforce, expanded market presence and enhanced business network, none of which qualify for recognition as a separate intangible asset. Centurion is reported within the Global Industrial Packaging segment to which the goodwill was assigned. The goodwill is expected to be deductible for tax purposes. The fair value for acquired customer relationship intangibles was determined as of the acquisition date based on estimates and judgments regarding expectations for the future after-tax cash flows arising from the revenue from customer relationships that existed on the acquisition date over their estimated lives, including the probability of expected future contract renewals and revenue, less a contributory assets charge, all of which is discounted to present value. The fair values of the trademark intangible assets were determined utilizing the relief from royalty method, which is a form of the income approach. Under this method, a royalty rate based on observed market royalties is applied to projected revenue supporting the trademarks and discounted to present value using an appropriate discount rate. Acquired intangible assets are being amortized over the estimated useful lives on a straight-line basis. The following table summarizes the final purchase price allocation and weighted average remaining useful lives for identifiable intangible assets acquired as of the acquisition date:
(in millions) | Purchase Price Allocation | Weighted Average Estimated Useful Life
Customer relationships | $ | 77.5 |  | 12.0
Favorable leases | 1.6 |  | 19.0
Trademarks | 13.7 |  | 5.0
Total intangible assets | $ | 92.8 |  |
As of April 30, 2024, the Company had completed the determination of the fair value of assets acquired and liabilities assumed related to the Centurion Acquisition. Lee Container Acquisition The Company acquired Lee Container Corporation, Inc. (“Lee Container”) on December 15, 2022 (the “Lee Container Acquisition”). Lee Container is an industry-leading manufacturer of high-performance barrier and conventional blow molded containers, jerrycans and other small plastics. The total purchase price for this acquisition, net of cash acquired, was $303.0 million. The following table summarizes the consideration transferred to acquire Lee Container and the final valuation of identifiable assets acquired and liabilities assumed at the acquisition date:
(in millions) | Amounts Recognized as of the Acquisition Date | Measurement Period Adjustments | Amount Recognized as of Acquisition Date (as Adjusted)
Fair value of consideration transferred |  |  |
Cash consideration | $ | 302.8 |  | $ | 0.2 |  | $ | 303.0 |
Recognized amounts of identifiable assets acquired and liabilities assumed |  |  |
Accounts receivable | $ | 21.9 |  | $ | (0.4) |  | $ | 21.5 |
Inventories | 27.5 |  | (5.2) |  | 22.3 |
Prepaid and other current assets | 0.5 |  | — |  | 0.5 |
Intangibles | 133.5 |  | — |  | 133.5 |
Finance lease right-of use assets | 32.4 |  | 1.0 |  | 33.4 |
Properties, plants and equipment | 54.7 |  | — |  | 54.7 |
Total assets acquired | 270.5 |  | (4.6) |  | 265.9 |
Accounts payable | (3.9) |  | — |  | (3.9) |
Accrued payroll and employee benefits | (1.3) |  | — |  | (1.3) |
Other current liabilities | (3.1) |  | 2.9 |  | (0.2) |
Finance lease liabilities | (30.6) |  | (2.8) |  | (33.4) |
Total liabilities assumed | (38.9) |  | 0.1 |  | (38.8) |
Total identifiable net assets | $ | 231.6 |  | (4.5) |  | 227.1 |
Goodwill | $ | 71.2 |  | $ | 4.7 |  | $ | 75.9 |
The Company recognized goodwill related to this acquisition of $75.9 million. The goodwill recognized in this acquisition was attributable to the acquired assembled workforce, expected synergies and economies of scale, none of which qualify for recognition as a separate intangible asset. Lee Container is reported within the Global Industrial Packaging segment to which the goodwill was assigned. The goodwill is expected to be deductible for tax purposes. The cost approach was used to determine the fair value for building improvements and equipment. The cost approach measures the value by estimating the cost to acquire, or construct, comparable assets and adjusts for age and condition. The Company assigned building improvements a useful life ranging from 1 year to 9 years and equipment a useful life ranging from 1 year to 19 years. Acquired property, plant and equipment are being depreciated over their estimated remaining useful lives on a straight-line basis. The fair value for acquired customer relationship intangibles was determined as of the acquisition date based on estimates and judgments regarding expectations for the future after-tax cash flows arising from the revenue from customer relationships that existed on the acquisition date over their estimated lives, including the probability of expected future contract renewals and revenue, less a contributory assets charge, all of which is discounted to present value. The fair values of the trademark intangible assets were determined utilizing the relief from royalty method, which is a form of the income approach. Under this method, a royalty rate based on observed market royalties is applied to projected revenue supporting the trademarks and discounted to present value using an appropriate discount rate. Acquired intangible assets are being amortized over the estimated useful lives on a straight-line basis. The following table summarizes the final purchase price allocation and weighted average remaining useful lives for identifiable intangible assets acquired as of the acquisition date:
(in millions) | Purchase Price Allocation | Weighted Average Estimated Useful Life
Customer relationships | $ | 120.0 |  | 15.0
Trademarks | 13.5 |  | 5.0
Total intangible assets | $ | 133.5 |  |
As of January 31, 2024, the Company had completed the determination of the fair value of assets acquired and liabilities assumed related to the Lee Container Acquisition. Pro Forma Results The following unaudited supplemental pro forma data presents consolidated information as if the Centurion Acquisition and Lee Container Acquisition had been completed on November 1, 2021. These amounts were calculated after adjusting Centurion’s and Lee Container’s results to reflect interest expense incurred on the debt to finance the acquisition, additional depreciation and amortization that would have been charged assuming the fair value of property, plant and equipment and intangible assets had been applied from November 1, 2021, the adjusted income tax expense, and related transaction costs.
|  | Three Months Ended April 30, |  |  | Six Months Ended April 30,
(in millions, except per share amounts) |  |  | 2023 |  |  |  | 2023
Pro forma net sales |  |  | $ | 1,326.2 |  |  |  |  | $ | 2,637.8 |
Pro forma net income attributable to Greif, Inc. |  |  | 113.1 |  |  |  |  | 216.3 |
Basic earnings per share attributable to Greif, Inc. common shareholders: |  |  |  |  |  |  |
Class A common stock |  |  | $ | 1.95 |  |  |  |  | $ | 3.73 |
Class B common stock |  |  | $ | 2.92 |  |  |  |  | $ | 5.58 |
Diluted earnings per share attributable to Greif, Inc. common shareholders: |  |  |  |  |  |  |
Class A common stock |  |  | $ | 1.93 |  |  |  |  | $ | 3.70 |
Class B common stock |  |  | $ | 2.92 |  |  |  |  | $ | 5.58 |
The pro forma data should not be considered indicative of the results that would have occurred if the acquisition and related financing had been consummated on the assumed completion dates, nor are they indicative of future results. Divestitures Tama Divestiture During the first quarter of 2023, the Company completed its divestiture of a U.S. business in the Paper Packaging & Services segment, Tama Paperboard, LLC (the “Tama Divestiture”), for current net cash proceeds of $100.2 million. The Tama Divestiture did not qualify as discontinued operations because it did not represent a strategic shift that has had a major impact on the Company’s operations or financial results. The Tama Divestiture resulted in $54.6 million gain on sale of business, including goodwill allocated to the sale of $22.5 million.

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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 -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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