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Acquisitions and Divestitures | 12 Months Ended
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Jan. 03, 2026
Acquisitions and Divestitures |
Acquisitions and Divestitures |
(3) | Acquisitions and Divestitures
We account for acquisitions using the acquisition method of accounting and, accordingly, have included the assets acquired, liabilities assumed and results of operations in our consolidated financial statements from the respective date of acquisition. The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill. Indefinite-lived trademarks are deemed to have an indefinite useful life and are not amortized. Customer relationships and finite-lived trademarks acquired are amortized over 10 to 20 years. Goodwill and other intangible assets are deductible for income tax purposes. Inventory has been recorded at estimated selling price less costs of disposal and a reasonable selling profit and the property, plant and equipment and other intangible assets (including trademarks, customer relationships and other intangible assets) acquired have been recorded at fair value as determined by our management with the assistance of a third-party valuation specialist. See Note 6, “Goodwill and Other Intangible Assets.” Le Sueur U.S. Divestiture On August 1, 2025, we completed the sale of the Le Sueur U.S. shelf-stable vegetable brand to McCall Farms, Inc. for a purchase price of $59.1 million, subject to a post-closing inventory adjustment. The sale did not include the Le Sueur Canada shelf-stable business. We refer to this sale as the “Le Sueur U.S. divestiture.” During fiscal 2025, we recognized a pre-tax gain on sale of $15.5 million related to the Le Sueur U.S. divestiture, as calculated below (in thousands):
​ | ​ | ​
Cash received | $ | 59,110
Less: | ​ | ​
Assets sold: | ​ | ​
Inventories | ​ | 38,986
Trademarks — indefinite-lived intangible assets | ​ | 2,934
Customer relationships — finite-lived intangible assets | ​ | 1,479
Total assets sold | ​ | 43,399
Expenses | ​ | 198
Pre-tax gain on sale of assets | $ | 15,513
​ Don Pepino Divestiture On May 23, 2025, we completed the sale of the Don Pepino and Sclafani brands of pizza and spaghetti sauces, crushed tomatoes, tomato puree and whole peeled tomatoes to Voilet Foods LLC, a portfolio company of Amphora Equity Partners LLC, for a purchase price of $10.6 million, subject to a post-closing inventory adjustment. We refer to this divestiture as the “Don Pepino divestiture.” During fiscal 2025, we recognized a pre-tax loss on sale of $12.6 million related to the Don Pepino divestiture, as calculated below (in thousands):
​ | ​ | ​
Cash received | $ | 10,646
Less: | ​ | ​
Assets sold: | ​ | ​
Inventories | ​ | 11,227
Property, plant and equipment, net | ​ | 5,066
Goodwill | ​ | 4,751
Trademarks — indefinite-lived intangible assets | ​ | 780
Other assets | ​ | 160
Customer relationships — finite-lived intangible assets | ​ | 85
Total assets sold | ​ | 22,069
Expenses | ​ | 1,223
Pre-tax loss on sale of assets | $ | (12,646)
​ Divestiture of Green Giant U.S. Shelf-Stable Product Line During fiscal 2023, we completed the sale of the Green Giant U.S. shelf-stable product line to Seneca Foods Corporation and we recorded a loss on sale of $137.8 million, including $137.7 million during fiscal 2023 and an additional $0.1 million during the first quarter of fiscal 2024. The sale did not include our Green Giant frozen business, Green Giant Canada business, or the Le Sueur brand. Because we retained the Green Giant trademarks, we agreed to license the Green Giant trademarks to Seneca on a perpetual, royalty-free basis for use in connection with the Green Giant U.S. shelf-stable product line. In connection with the sale, we provided certain transition services to Seneca from the closing date through February 6, 2024. We recognized a pre-tax loss on the divestiture of $137.8 million, as calculated below (in thousands):
​ | ​ | ​
​ | ​
Cash received(1) | $ | 55,166
Less: | ​ | ​
Assets sold: | ​ | ​
Trademarks — indefinite-lived intangible assets | $ | 115,340
Inventories | ​ | 73,563
Customer relationships — finite-lived intangible assets | ​ | 4,111
Total assets sold | ​ | 193,014
Pre-tax loss on sale of assets(2) | $ | (137,848)
(1) | Cash received of $55.2 million is net of a post-closing inventory adjustment of $0.4 million.
(2) | Pre-tax loss on sale of assets of $137.8 million consists of $132.9 million recorded during the third quarter of 2023, $4.8 million during the fourth quarter of 2023, and $0.1 million recorded during the first quarter of 2024.
Back to Nature Divestiture On December 15, 2022, we entered into an agreement to sell the Back to Nature business to a subsidiary of Barilla America, Inc. for a purchase price of $51.4 million in cash, subject to closing and post-closing adjustments based upon inventory at closing. We refer to this divestiture as the “Back to Nature sale.” Effective January 3, 2023, the first business day of fiscal 2023, we completed the Back to Nature sale. During the first quarter of 2023, we recognized a pre-tax loss on the Back to Nature sale of $0.1 million, as calculated below (in thousands):
​ | ​ | ​
​ | ​
Cash received | $ | 51,414
Less: | ​ | ​
Assets sold: | ​ | ​
Trademarks — indefinite-lived intangible assets | $ | 109,900
Goodwill | ​ | 29,500
Customer relationships — finite-lived intangible assets | ​ | 11,025
Inventories | ​ | 7,323
Impairment of assets held for sale recorded during fiscal 2022 | ​ | (106,434)
Total assets sold | ​ | 51,314
Expenses | ​ | 185
Pre-tax loss on sale of assets | $ | (85)
​ As a result of the Back to Nature divestiture, we incurred a capital loss for tax purposes, for which we recorded a deferred tax asset during the first quarter of 2023. A valuation allowance has been recorded against this deferred tax asset, which negatively impacted our income tax expense for the first quarter of 2023 by $14.7 million. Subsequent Events See Note 18, “Subsequent Events.”

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