Special Charges, Net

As part of our business strategy, the Company incurs amounts related to corporate-level decisions or Board of Director actions. These actions are primarily associated with initiatives attributable to restructuring and realignment of manufacturing operations and management structures as well as the pursuit of certain transaction opportunities when applicable. In addition, the Company evaluates its long-lived assets for impairment whenever events or changes in circumstances including the aforementioned, indicate that the carrying amounts may not be recoverable. These amounts are included in Special charges, net in the Statement of Operations. A summary for each respective period is as follows:



	Successor				Predecessor
In thousands	Fiscal Year Ended December 29, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 28, 2011		Fiscal Year Ended January 1, 2011
Restructuring and plant realignment costs
Internal redesign and restructure of global operations	$	12,403	$	—	$	—	$	—
Plant realignment costs	4,096		1,515		194		9,098
IS support initiative	867		—		—		—
Other restructure initiatives	511		—		—		—
Total restructuring and plant realignment costs	17,877		1,515		194		9,098
Acquisition and merger related costs
Blackstone acquisition costs	452		27,919		6,137		6,388
Accelerated vesting of share-based awards	—		—		12,694		—
Total acquisition and merger related costs	452		27,919		18,831		6,388
Other special charges
Colombia flood	57		1,037		1,685		1,585
Goodwill impairment	—		7,647		—		—
Asset impairment charges	—		1,620		—		744
Other charges	1,206		1,607		114		178
Total other special charges	1,263		11,911		1,799		2,507
Total	$	19,592	$	41,345	$	20,824	$	17,993

Restructuring and Plant Realignment Costs

Internal redesign and restructuring of global operations

On April 10, 2012, the Company's Board of Directors approved the internal redesign and restructuring of its global operations for the purposes of realigning and repositioning the Company to consolidate the benefits of its global footprint, align resources and capabilities with future growth opportunities and provide for a more efficient structure to serve existing markets. During the fiscal year ended December 29, 2012, the Company incurred $12.4 million associated with this initiative, of which $8.8 million related to employee separations and $1.6 million related to professional consulting fees. Costs related to employee relocation, recruitment and other administrative costs were $2.0 million.

Plant Realignment Costs

The Company incurs costs associated with ongoing restructuring initiatives intended to result in lower working capital levels and improve operating performance and profitability. Costs associated with these initiatives include improving manufacturing productivity, reducing headcount, realignment of management structures, reducing corporate costs and rationalizing certain assets, businesses and employee benefit programs. For the fiscal year ended December 29, 2012 and the eleven months ended December 31, 2011, the Successor incurred costs of $4.1 million and $1.5 million, respectively, associated with plant realignment initiatives primarily in the Americas and Europe regions. Costs incurred for the one month ended January 28, 2011 and the fiscal year ended January 1, 2011 were $0.2 million and $9.1 million, respectively, for the Predecessor. These costs related to severance and shut down costs primarily in the Americas and Europe regions.

IS Support Initiative

During 2012, the Company launched an initiative to utilize a third-party service provider for its Information Systems support tactical functions, including: service desk; desktop/end-user computing; server administration; network services; data center operations; database and applications development; and maintenance. For the fiscal year ended December 29, 2012, the Company incurred $0.9 million associated with this initiative, which consisted primarily of employee separation and severance expenses.

Other Restructuring Initiatives

The Company incurs costs associated with less significant ongoing restructuring initiatives resulting from the continuous evaluation of opportunities to optimize the manufacturing process. During the fiscal year ended December 29, 2012, costs associated with these initiatives were $0.5 million.

The changes in the restructuring reserves were as follows:



	Successor						Predecessor
In thousands	Fiscal Year Ended December 29, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 28, 2011			Fiscal Year Ended January 1, 2011
Beginning balance	$	1,100		$	1,694		$	1,726		$	2,713
Additions	15,074			1,515			194			9,098
Cash payments	(9,930		)	(2,022		)	(220		)	(10,181		)
Adjustments	34			(87		)	(6		)	96
Ending balance	$	6,278		$	1,100		$	1,694		$	1,726

The Company accounts for its restructuring programs in accordance with ASC 712, "Compensation - Non-retirement Postemployment Benefits" ("ASC 712") and anticipates that the substantial majority of the remaining accrued liability will be paid by the end of 2013.

Acquisition and Merger Related Costs

Blackstone Acquisition Costs

As a result of the Merger on January 28, 2011, the Company incurred direct acquisition costs associated with the transaction including investment banking, legal, accounting and other fees for professional services. For the fiscal year ended December 29, 2012 and the eleven months ended December 31, 2011, the Successor incurred $0.5 million and $27.9 million, respectively, of costs associated with the Merger. In addition, the Successor also incurred $19.3 million in direct financing costs associated with the issuance of the $560 million aggregate 7.75% senior secured notes as well as with entering into the senior secured asset-based revolving credit facility. These costs were capitalized as an intangible asset and will be amortized over the term of the loans to which such costs relate. Transaction costs related to investment banking, legal, accounting and other fees for professional services incurred for the one month ended January 28, 2011 and the fiscal year ended January 1, 2011 were $6.1 million and $6.4 million, respectively, for the Predecessor.

Accelerated Vesting of Share-Based Awards

Due to the change in control associated with the Merger, the Company's Predecessor stock options as well as the restricted shares and restricted share units underlying the Restricted Stock Plans vested, if unvested, were canceled and converted into the right to receive on January 28, 2011, (i) an amount in cash equal to the per share closing payment and (ii) on each escrow release date, an amount equal to the per share escrow payment, in each case, less any applicable withholding taxes. With respect to the Company's stock options, the amount in cash was adjusted by the exercise price of $6.00 per share. As a result, the Predecessor recognized $12.7 million related to the accelerated vesting stock options, restricted shares and restricted share units during the one month ended January 28, 2011.

Other Special Charges

Colombia Flood

In December 2010, a severe rainy season impacted many parts of Colombia and caused the Company to temporarily cease manufacturing at its Cali, Colombia facility due to a breach of a levy and flooding at the industrial park where its manufacturing facility is located. The Company established temporary offices away from the flooded area and worked with customers to meet their critical needs through the use of our global manufacturing base. The facility re-established manufacturing operations on April 4, 2011 and operations reached full run rates in third quarter of 2011.

For the fiscal year ended December 29, 2012 and the eleven months ended December 31, 2011, the Successor incurred $0.1 million and $1.0 million, respectively, of costs associated with the flood. Costs incurred by the Predecessor for the one month ended January 28, 2011 and the fiscal year ended January 1, 2011 were $1.7 million and $1.6 million, respectively. These costs related to restoration of the facility and were net of insurance proceeds. In addition, the Company capitalized $8.0 million of costs that were incurred to bring the manufacturing equipment to a functional state during 2011.

Goodwill Impairment

Goodwill is tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset may be less than the carrying amount of the asset. In the fourth quarter of 2011, the Company performed its annual impairment test of goodwill in accordance with current accounting standards. As a result, the Company recorded a $7.6 million non-cash impairment charge attributable to four of its twelve reporting units.

Asset Impairment

The Company assesses the recoverability of the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. During the eleven months ended December 31, 2011, the Successor recorded a non-cash impairment charge of $1.6 million related to the fair value adjustment of a former manufacturing facility in North Little Rock, Arkansas. In addition, the Predecessor recorded a non-cash impairment charge of $0.7 million during the fiscal year ended January 1, 2011 related to the write-down of assets held for sale in Neunkirchen, Germany. These assets were subsequently sold for an immaterial loss.

Other Charges

Other charges consist primarily of expenses related to the Company’s pursuit of other business opportunities. The Company reviews its business operations on an ongoing basis in light of current and anticipated market conditions and other factors and, from time to time, may undertake certain actions in order to optimize overall business, performance or competitive position. To the extent any such decisions are made, the Company would likely incur costs associated with such actions, which could be material.