|
11) Acquisitions
On June 1, 2012, the Company acquired Linen Holdings, LLC (“Linen Holdings”), a business-to-business distributor of a variety of textile products, amenities and other goods to customers in the hospitality, cruise line, food service, healthcare and other industries, for an aggregate purchase price of approximately $108.3 million. The preliminary purchase price allocation includes approximately $43.5 million for goodwill and approximately $24.0 million for tradenames. The Company is in the process of finalizing the valuation of certain assets acquired and liabilities assumed; thus, the allocation of the purchase price is subject to change until the anniversary of the acquisition.
Since the date of acquisition, the results of Linen Holdings’ operations, which are not material, have been included in the Company’s results of operations for the three and six months ended August 25, 2012.
On June 29, 2012, the Company acquired Cost Plus, Inc. (“World Market”), a retailer selling a wide range of home decorating items, furniture, gifts, holiday and other seasonal items, and specialty food and beverages, for an aggregate purchase price of approximately $560.5 million. The acquisition was consummated by a wholly owned subsidiary of the Company through a tender offer and merger, pursuant to which the Company acquired all of the outstanding shares of common stock of World Market.
The following table summarizes the preliminary estimated fair value of the assets acquired and liabilities assumed at the date of acquisition. The Company is in the process of finalizing the valuation of certain assets acquired and liabilities assumed; thus, the allocation of the purchase price is subject to change until the anniversary of the acquisition.
|
(in millions) |
|
As of June 29, 2012 |
|
|
|
|
|
|
|
Current assets |
|
$ |
225.8 |
|
|
Property and equipment and other non-current assets |
|
129.7 |
|
|
Intangible assets |
|
233.2 |
|
|
Goodwill |
|
229.2 |
|
|
Total assets acquired |
|
817.9 |
|
|
|
|
|
|
|
Accounts payable and other liabilities |
|
(257.4 |
) |
|
|
|
|
|
|
Total net assets acquired |
|
$ |
560.5 |
|
Included within intangible assets in the preliminary purchase price allocation above is approximately $220.0 million for tradenames, which is not subject to amortization. The tradenames and goodwill are not expected to be deductible for tax purposes.
Since the date of acquisition, the results of World Market’s operations, which are not material, have been included in the Company’s results of operations for the three and six months ended August 25, 2012 and no proforma disclosure of financial information has been presented. |
