ACQUISITIONS |
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| ACQUISITIONS | 3. ACQUISITIONS The Husky Transaction was completed on the Husky Transaction Date, whereby GPGI, through its wholly owned subsidiary, GPGI Holdings, acquired all of the outstanding equity interests of Husky Holdings for total consideration of approximately $1,905.2, comprised of $762.2 of cash and $1,143.0 in the form of shares of GPGI’s Class A Common Stock. Resolute Holdings did not contribute any consideration in the Husky Transaction and was not a counterparty to the Share Purchase Agreement governing the Husky Transaction but is the accounting acquirer under ASC 805 and required to account for the business combination due to its consolidation of GPGI Holdings under ASC 810 as described in Note 2. The following table summarizes the preliminary allocation of purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values as of the Husky Transaction Date using valuation techniques typically used in such transactions and utilizing assumptions such as revenue growth rates, EBITDA margins, customer attrition rates, royalty rates, obsolescence factors, and discount rates. The allocation is based on a preliminary valuation and is subject to adjustment during the measurement period which may extend up to one year from the Husky Transaction Date as additional information becomes available.
The Company is continuing to evaluate certain inputs and assumptions used to estimate the fair values of assets acquired and liabilities assumed. Accordingly, the preliminary purchase price allocation is subject to adjustment during the measurement period pending the final valuation of the assets and liabilities including intangible assets and the related tax impact of any adjustments to such valuation. Measurement-period adjustments are recorded in the period in which the adjustments are determined and reflect new information about facts and circumstances that existed as of the Husky Transaction Date. Adjustments made during the three months ended June 30, 2026 include an increase of intangible assets, net of $130.4, an increase of debt of $96.9, a decrease of inventories, net of $63.8, an increase in property and equipment, net of $22.7, a decrease in accounts receivable, net of $21.8, an increase in prepaid expenses and other current assets of $21.8, and a decrease in deferred tax liability of $130.6. The Company recognized adjustments to current period statement of operations line items relating to the income effects that would have been recognized in prior periods if the adjustment to provisional amounts were recognized as of the Husky Transaction Date. During the three months ended June 30, 2026, the Company recorded an increase in the fair value of inventory of $23.6 which was recorded in cost of sales and a fair value adjustment on long-term debt of $96.2 which was recorded in gain (loss) on debt extinguishment. Husky Holdings contributed net sales of $617.0 and income (loss) before income taxes of $(136.9) from the Husky Transaction Date through June 30, 2026. The following unaudited pro-forma financial information presents the combined results of operations as if the Husky Transaction had occurred on January 1, 2025:
The unaudited pro forma financial information is presented for illustrative purposes only and does not purport to represent the results of operations that would have occurred had the Husky Transaction been completed on the date assumed, nor the results that may be achieved in the future. |
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