ACQUISITIONS AND DIVESTITURES

3 Months Ended

Jan. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

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		Measurement Period Adjustments		Amount Recognized as of Acquisition Date (as Adjusted)
Fair value of consideration transferred
Cash consideration	$	582.1	$	—	$	582.1

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	14.5	$	—	$	14.5
Accounts receivable	50.9		—		50.9
Inventories	36.7		—		36.7
Other current assets	4.9		(0.6)		4.3
Intangibles	231.7		1.4		233.1
Operating lease right-of-use assets	15.1		2.4		17.5
Finance lease right-of-use assets	8.2		2.2		10.4
Other long-term assets	1.0		—		1.0
Properties, plants and equipment	91.5		(2.9)		88.6
Total assets acquired	454.5		2.5		457.0

Accounts payable	(17.2)		—		(17.2)

Short-term borrowings	(26.2)		—		(26.2)
Other current liabilities	(13.2)		0.1		(13.1)

Operating lease liabilities	(14.2)		(3.3)		(17.5)
Finance lease liabilities	(10.0)		(0.5)		(10.5)
Long-term deferred tax liability	(62.1)		(0.5)		(62.6)
Other long-term liabilities	(5.3)		(2.5)		(7.8)
Total liabilities assumed	(148.2)		(6.7)		(154.9)
Total identifiable net assets	$	306.3	(4.2)		302.1
Goodwill	$	275.8	$	4.2	$	280.0

The Company recognized goodwill related to this acquisition of $280.0 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 Customized Polymer Solutions 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	$	183.8	13.5
Developed technology	39.0		8.0
Trademarks	10.3		5.0
Total intangible assets	$	233.1

The Company has not yet finalized the determination of the fair value of assets acquired and liabilities assumed, specifically income taxes, leases 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 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.

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 January 31,
(in millions, except per share amounts)	2024
Pro forma net sales	$	1,261.4
Pro forma net income attributable to Greif, Inc.	82.6
Basic earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock	$	1.44
Class B common stock	$	2.15
Diluted earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock	$	1.44
Class B common stock	$	2.15

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.