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Acquisitions | 12 Months Ended
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Dec. 29, 2012
Business Combinations [Abstract] |
Acquisitions | Acquisition PGI Acquisition On January 28, 2011, pursuant to an Agreement and Plan of Merger, dated as of October 4, 2010, the Company was acquired by affiliates of the Blackstone Group (“Blackstone”), along with certain members of the Company's management (the "Merger"), for an aggregate purchase price valued at $403.5 million. As a result, the Company became a privately-held company. The Merger was financed by $560.0 million in aggregate principal of debt financing as well as common equity capital. In addition, the Company repaid our existing outstanding debt. The Merger was recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations and non-controlling interest. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of merger. The allocation of the purchase price was as follows:
In thousands | January 28, 2011
Cash | $ | 70,771 |
Accounts receivable | 130,359 |
Inventory | 122,006 |
Assets held for sale | 17,284 |
Other current assets | 51,687 |
Restricted cash | 31,100 |
Total current assets | 423,207 |
Property, plant and equipment | 468,449 |
Goodwill | 86,376 |
Intangible assets | 71,992 |
Tax indemnification asset | 16,221 |
Other noncurrent assets | 30,264 |
Total assets acquired | $ | 1,096,509 |
Current liabilities | $ | 230,480 |
Current portion of long-term debt | 3,586 |
Long-term debt | 359,010 |
Deferred income taxes | 36,792 |
Other noncurrent liabilities | 55,898 |
Noncontrolling interest | 7,247 |
Total liabilities assumed | $ | 693,013 |
Net assets acquired | $ | 403,496 |
Cash, accounts receivable and current liabilities were stated at their historical carrying values, which approximate their fair value, given the short-term nature of these assets and liabilities. Inventories were recorded at fair value, based on computations which considered many factors including the estimated selling price of the inventory, the cost to dispose of the inventory as well as the replacement cost of the inventory, where applicable. As a result, the Company increased the carrying value of inventory by $13.0 million. The step-up in inventory value was amortized into cost of goods sold over the period of the Company's normal inventory turns, which approximated two months. The Company recorded intangible assets based on their estimated fair value, and consisted of the following:
In thousands | Useful Life |  | Amount
Technology | 10 years |  | $ | 31,900 |
Trade names | Indefinite |  | 23,500 |
Customer relationships | 10 years |  | 16,500 |
Other | < 1 year |  | 92 |
Total |  |  | $ | 71,992 |
The Company allocated $23.5 million to trade names, primarily related to Chicopee. Management considered many factors in the determination that it will account for the asset as an indefinite-lived, including the current market leadership position of the name as well as the recognition in the industry. Therefore, in accordance with current accounting guidance, the indefinite-lived intangible asset will not be amortized, but instead tested for impairment at least annually (more frequently if certain indicators are present). Acquisition related costs related to the Merger were as follows:
In thousands | Amount
Loan acquisition costs | $ | 19,252 |
Transaction expenses: |
Fiscal year ended January 1, 2011 | 6,388 |
One month ended January 28, 2011 | 6,137 |
Eleven months ended December 31, 2011 | 27,919 |
Fiscal year ended December 29, 2012 | 452 |
Total transaction expense | 40,896 |
Total | $ | 60,148 |
Loan acquisition costs related to the Merger were capitalized and recorded within Intangible assets, net in the Consolidated Balance Sheets and amortized over the term of the loan to which such costs relate. In accordance with ASC 805, "Business Combinations" ("ASC 805"), transaction expenses related to the Merger are expensed as incurred within Special charges, net in the Consolidated Statement of Operations. China Acquisition On May 26, 2010, the Company signed an equity transfer agreement to purchase the remaining 20% interest in our Chinese subsidiary Nanhia Nanxin Non-Woven Co. Ltd, subject to Chinese government approval. Pursuant to the agreement, the Company deposited $1.5 million into an escrow account with a bank to serve as a performance guarantee. On March 9, 2011, the Company received government approval and subsequently completed the noncontrolling interest acquisition for a purchase price of $7.2 million. The acquisition was accounted as an equity transaction in which no gain or loss was recognized. Spain Acquisition On December 2, 2009, the Company completed an acquisition from Grupo Corinpa S.L of certain assets and the operations of the nonwovens business of Tesalca-99, S.A. and Texnovo, S.A. (the “Sellers”) located in Barcelona, Spain. Consideration for the acquired assets consisted of 1.049 million shares of the Predecessor's Class A common stock which had a fair value of $14.5 million on the date of acquisition. The agreement contained a provision under which the Sellers were granted a put option on the Sellers land, building and equipment that were included in a lease under which the Company was provided full and exclusive use of the assets. In addition, the agreement contained a provision under which the Company was granted a call options for the same assets. On January 28, 2011, immediately prior to the Merger, the Company exercised its call option and purchased the remaining assets for an aggregate purchase price of $41.2 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 No definition available. + Details
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