v3.26.1
Acquisitions and Divestitures
3 Months Ended
Apr. 04, 2026
Acquisitions and Divestitures  
Acquisitions and Divestitures

(3)

Acquisitions and Divestitures

College Inn and Kitchen Basics Acquisition

On March 19, 2026, we completed the acquisition of the broth and stock business of Del Monte Foods Corporation II Inc. and its affiliates, including the College Inn and Kitchen Basics brands, for approximately $109.7 million in cash. The purchased assets include intellectual property, business and customer information, third-party co-packing agreements and inventory. We refer to this acquisition as the “College Inn and Kitchen Basics acquisition.”

The following table sets forth the preliminary allocation of the College Inn and Kitchen Basics acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition. The preliminary purchase price allocation may be adjusted as a result of the finalization of our purchase price allocation procedures related to the assets acquired and liabilities assumed. We anticipate completing the purchase price allocation during fiscal 2026.

Purchase Price Allocation (in thousands):

March 19, 2026

Trademarks — indefinite-lived intangible assets

$

72,300

Inventories

15,792

Customer relationships — finite-lived intangible assets

15,600

Goodwill

5,782

Other assets

181

Total purchase price (paid in cash)

$

109,655

Given that the College Inn and Kitchen Basics acquisition occurred on March 19, 2026 and there are only approximately two weeks of results for those brands included in our consolidated financial statements for the first quarter of 2026, the acquisition was not material to our consolidated results of operations and, therefore, pro forma financial information is not presented. On an actual basis, the College Inn and Kitchen Basics acquisition, which was completed on March 19, 2026, contributed $2.9 million of our aggregate $408.9 million of consolidated net sales, and $0.4 million of pre-tax income of our aggregate $45.3 million pre-tax loss, for the first quarter of 2026.

Green Giant U.S. Frozen Divestiture

On March 2, 2026, we completed the sale of our Green Giant U.S. frozen business to Seneca Foods Corporation for a purchase price of approximately $61.5 million. The divested assets primarily include intellectual property, business and customer information and inventory. The sale included our frozen vegetable manufacturing operations in Yuma, Arizona. We also entered into a co-packing agreement with Seneca Foods Corporation pursuant to which we will continue to produce certain Green Giant frozen vegetable products at our frozen vegetable manufacturing facility in Irapuato, Mexico, which was not included as part of the divestiture. We refer to this divestiture as the “Green Giant U.S. frozen divestiture.”

During the first quarter of 2026, we recognized a pre-tax loss on sale of $36.2 million related to the Green Giant U.S. frozen divestiture, as calculated below (in thousands):

Cash received

$

61,468

Less:

Assets sold:

Inventories

85,061

Property, plant and equipment, net

9,454

Operating lease right-of-use assets, net

1,817

Other assets

1,186

Total assets sold

97,518

Expenses

103

Pre-tax loss on sale of assets

$

(36,153)

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. The sale did not include the Le Sieur Canada shelf-stable business. We refer to this sale as the “Le Sueur U.S. divestiture.”

After certain post-closing adjustments, 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

$

59,050

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(1)

$

15,453

(1)Pre-tax gain on sale of assets of $15.5 million consists of a $15.5 million gain recorded during fiscal 2025 and a loss of less than $0.1 million recorded during the first quarter of 2026.

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 Violet Foods LLC, a portfolio company of Amphora Equity Partners LLC, for a purchase price of $10.6 million. We refer to this divestiture as the “Don Pepino divestiture.”

After certain post-closing adjustments, we recognized a pre-tax loss on sale of $12.7 million related to the Don Pepino divestiture, as calculated below (in thousands):

Cash received

$

10,577

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(1)

$

(12,715)

(1)Pre-tax loss on sale of assets of $12.7 million consists of $12.6 million recorded during fiscal 2025 and less than $0.1 million recorded during the first quarter of 2026.