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Acquisitions | 6 Months Ended
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Apr. 04, 2021
Business Combinations [Abstract] |
ACQUISITIONS | ACQUISITIONS Armitage Acquisition On October 26, 2020, the Company acquired all of the stock of Armitage Pet Care Ltd ("Armitage") for approximately $187.7 million. Armitage is a premium pet treats and toys business in Nottingham, United Kingdom, including a portfolio of brands that include Armitage's dog treats brand, Good Boy®, cat treats brand, Meowee!® and Wildbird®, bird feed products, among others, that are predominantly sold within the United Kingdom. The net assets and operating results of Armitage, since the acquisition date of October 26, 2020, are included in the Company’s Condensed Consolidated Statements of Income and reported within the GPC reporting segment for the three and six month periods ended April 4, 2021. The Company has recorded an allocation of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the October 26, 2020 acquisition date. The excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets of $90.7 million was recorded as goodwill, which is not deductible for tax purposes. Goodwill includes value associated with profits earned from market and expansion capabilities, synergies from integration and streamlining operational activities, the going concern of the business and the value of the assembled workforce. The purchase price and purchase price allocation of Armitage were finalized as of April 4, 2021, with no significant changes to preliminary amounts. The calculation of purchase price and purchase price allocation is as follows:
(in millions) |  | Amount
Cash paid |  | $ | 187.7 |
Debt assumed |  | 51.0 |
Cash consideration |  | $ | 136.7 |
(in millions) |  | Purchase Price Allocation
Cash and cash equivalents |  | $ | 6.9 |
Trade receivables, net |  | 16.7 |
Other receivables |  | 1.9 |
Inventories |  | 16.3 |
Prepaid expenses and other current assets |  | 0.2 |
Property, plant and equipment, net |  | 3.0 |
Operating lease assets |  | 0.1 |
Deferred charges and other |  | 0.9 |
Goodwill |  | 90.7 |
Intangible assets, net |  | 88.6 |
Accounts payable |  | (9.2) |
Accrued wages and salaries |  | (1.5) |
Other current liabilities |  | (7.0) |
Long-term debt, net of current portion |  | (51.0) |
Long-term operating lease liabilities |  | (0.1) |
Deferred income taxes |  | (18.0) |
Other long-term liabilities |  | (1.8) |
Net assets acquired |  | $ | 136.7 |
The values allocated to intangible assets and the weighted average useful lives are as follows:
(in millions) |  | Carrying Amount |  | Weighted Average Useful Life (Years)
Tradenames |  | $ | 74.3 |  |  | Indefinite
Customer relationships |  | 14.3 |  |  | 12 years
Total intangibles acquired |  | $ | 88.6 |  |  |
The Company performed a valuation of the acquired inventories, tradenames, and customer relationships. The fair value measurements are based on significant inputs not observable in the market, and therefore, represent Level 3 measurements. The following is a summary of significant inputs to the valuation: Inventory - Acquired inventory consists of branded finished goods that were valued based on the comparative sales method, which estimates the expected sales price of the finished goods inventory, reduced for all costs expected to be incurred in its completion or disposition and a profit on those costs. Tradenames - The Company valued tradenames, Good Boy® brand portfolio and Wildbird® and Other brand portfolio, using an income approach, the relief-from-royalty method. Under this method, the asset value was determined by estimating the hypothetical royalties that would have to be paid if the tradenames were not owned. Royalty rates of 8% for valuation of Good Boy® and 3% for Wildbird® and Other were selected based on consideration of several factors, including prior transactions, related trademarks and tradenames, other similar trademark licensing, and transaction agreements and the relative profitability and perceived contribution of the tradenames. The discount rate applied to the projected cash flow was 11% based on the a weighted-average cost of capital for the overall business. The resulting discounted cash flows were then tax-effected at the applicable statutory rate. Customer relationships - The Company valued customer relationships using an income and cost approach, the avoided cost and lost profits method. The underlying premise of the method is that the economic value of the asset can be estimated based on consideration of the total costs that would be avoided by having this asset in place. These costs primarily consider the costs that would be incurred to re-create the customer relationships in terms of employee salaries and the revenues and associated profits forgone due to the absence of the relationships for a period of time. Pro forma results have not been presented as the Armitage acquisition is not considered individually significant to the consolidated results of the Company. Rejuvenate On April 20, 2021, the Company entered into an agreement to acquire all ownership interests in For Life Products, LLC as part of the Company's H&G segment, for a purchase price of approximately $300 million. For Life Products, LLC is a leading manufacturer in the household cleaning, maintenance, and restoration products sold under the Rejuvenate® brand. The transaction is expected to close in the second half of the 2021 fiscal year, subject to customary closing conditions, including expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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- References No definition available. + Details
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