Exhibit 99.4
Capitalized terms used herein that are not defined have meanings set forth in Exhibit 99.1 to Wolverine World Wide, Inc.’s Current Report on Form 8-K filed on September 24, 2012.
Unaudited pro forma consolidated condensed
financial information
We present the unaudited pro forma consolidated condensed financial information below for informational purposes only. Such information is preliminary and based on currently available information and assumptions that we believe are reasonable.
We have prepared the following unaudited pro forma consolidated condensed financial statements:
• | | Unaudited Pro Forma Consolidated Condensed Balance Sheet as of June 16, 2012; |
• | | Unaudited Pro Forma Consolidated Condensed Statement of Operations for the 52 weeks ended June 16, 2012; |
• | | Unaudited Pro Forma Consolidated Condensed Statement of Operations for the 24 weeks ended June 16, 2012; |
• | | Unaudited Pro Forma Consolidated Condensed Statement of Operations for the 52 weeks December 31, 2011; and |
• | | Unaudited Pro Forma Consolidated Condensed Statement of Operations for the 24 weeks June 18, 2011. |
The unaudited pro forma consolidated condensed balance sheet as of June 16, 2012 is presented as if the Transactions had occurred on June 16, 2012. The unaudited pro forma consolidated condensed statements of operations are presented as if the Transactions had occurred on January 2, 2011, which is the first day of Wolverine’s fiscal year ended December 31, 2011. The unaudited pro forma consolidated condensed statement of operations for the 52 weeks ended June 16, 2012 has been derived by taking the unaudited pro forma consolidated condensed statement of operations for the 24 weeks ended June 16, 2012, adding the unaudited pro forma consolidated condensed statement of operations for the 52 weeks ended December 31, 2011 and subtracting the unaudited pro forma consolidated condensed statement of operations for the 24 weeks ended June 18, 2011.
The historical combined financial information has been adjusted in the unaudited pro forma consolidated condensed financial statements to give effect to pro forma events that are (1) directly attributable to the Transactions, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the combined financial results. The unaudited pro forma consolidated condensed financial information should be read in conjunction with the accompanying notes to the unaudited pro forma consolidated condensed financial statements. In addition, the unaudited pro forma consolidated condensed financial information was based on and should be read in conjunction with the:
• | | separate audited historical consolidated financial statements of Wolverine as of and for the 52 weeks ended December 31, 2011 and the related notes incorporated by reference in this offering memorandum; |
• | | separate unaudited historical consolidated financial statements of Wolverine as of and for the 24 weeks ended June 16, 2012 and June 18, 2011 and the related notes incorporated by reference in this offering memorandum; |
• | | separate audited historical combined financial statements of PLG as of and for the fiscal year ended January 28, 2012 and the related notes included in this offering memorandum; and |
• | | separate unaudited historical combined financial statements of PLG as of and for the 26 weeks ended July 28, 2012 and July 30, 2011 and the related notes included in this offering memorandum. |
All pro forma consolidated condensed financial statements use Wolverine’s period-end dates and no adjustments were made to PLG’s reported information for its different period-end dates.
The unaudited pro forma consolidated condensed financial statements were prepared using the purchase method of accounting. Wolverine has been treated as the purchaser for accounting purposes. The purchase accounting related to this unaudited pro forma information is dependent upon certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measurement. The pro forma adjustments included have been made solely for the purposes of providing unaudited pro forma consolidated condensed financial information. Differences between the estimates reflected in this unaudited pro forma information and the final purchase accounting will likely occur, and these differences could have a material impact on the accompanying unaudited pro forma consolidated condensed financial information and the combined company’s future consolidated financial position or results of operations.
Our allocation of the purchase price is pending completion of several elements, as mentioned above, including the finalization of independent valuations to determine the fair values of the assets acquired and liabilities assumed. Given the preliminary state of the independent valuation work, certain estimates and assumptions have been made in the development of fair value information pertaining to certain assets acquired and liabilities assumed, as described in the notes to the unaudited pro forma consolidated condensed financial statements. The final determination of the purchase price, fair values, goodwill and adjustments affecting pro forma operating results may differ significantly from what is reflected in these unaudited pro forma consolidated condensed financial statements.
The pro forma financial information is presented for informational purposes only and is not indicative of what our combined consolidated financial position or results of operations actually would have been had the Acquisition closed at the dates indicated above. In addition, the unaudited pro forma consolidated condensed financial information does not purport to project the future consolidated financial position or results of operations of the combined company. We cannot assure you that the assumptions used by our management for the preparation of the unaudited pro forma financial information, which management believes are reasonable, will prove to be accurate.
Also, the unaudited pro forma consolidated condensed financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the Acquisition, the costs to integrate the operations of PLG or the costs necessary to achieve these cost savings, operating synergies or revenue enhancements.
There were no material transactions between Wolverine and PLG during the periods presented in the unaudited pro forma consolidated condensed financial statements that would need to be eliminated.
Wolverine World Wide, Inc.
Unaudited pro forma consolidated condensed balance sheet
As of June 16, 2012
| | | | | | | | | | | | | | | | | | | | |
| | As reported | | | Pro forma adjustments | | | Notes | | | Pro forma combined | |
| | Wolverine | | | PLG | | | | |
| |
(In thousands) | |
ASSETS | |
| | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 156,627 | | | $ | 8,904 | | | $ | (65,909 | ) | | | A | | | $ | 99,622 | |
Accounts receivable, net | | | 235,170 | | | | 165,788 | | | | — | | | | | | | | 400,958 | |
Inventories | | | 243,912 | | | | 188,960 | | | | — | | | | B | | | | 432,872 | |
Deferred income taxes | | | 10,452 | | | | 3,836 | | | | — | | | | | | | | 14,288 | |
Prepaid expenses and other current assets | | | 29,163 | | | | 21,170 | | | | — | | | | | | | | 50,333 | |
| | | | |
Total current assets | | | 675,324 | | | | 388,658 | | | | (65,909 | ) | | | | | | | 1,012,873 | |
| | | | | |
Property, plant and equipment, net | | | 75,809 | | | | 65,003 | | | | 16,772 | | | | C | | | | 157,584 | |
Goodwill | | | 39,064 | | | | 239,603 | | | | 145,614 | | | | D | | | | 424,281 | |
Other Intangible Assets | | | 17,558 | | | | 295,413 | | | | 627,091 | | | | E | | | | 940,062 | |
Cash surrender value of life insurance | | | 39,383 | | | | — | | | | — | | | | | | | | 39,383 | |
Deferred income taxes | | | 41,989 | | | | 152 | | | | — | | | | | | | | 42,141 | |
Other | | | 3,194 | | | | 14,979 | | | | 29,700 | | | | F | | | | 47,873 | |
| | | | |
Total assets | | $ | 892,321 | | | $ | 1,003,808 | | | $ | 753,268 | | | | | | | $ | 2,649,397 | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 60,797 | | | $ | 111,579 | | | $ | — | | | | | | | $ | 172,376 | |
Accrued salaries and wages | | | 15,333 | | | | 17,366 | | | | — | | | | | | | | 32,699 | |
Income taxes | | | 4,366 | | | | — | | | | — | | | | | | | | 4,366 | |
Taxes, other than income taxes | | | 7,721 | | | | — | | | | — | | | | | | | | 7,721 | |
Other accrued liabilities | | | 42,108 | | | | 14,545 | | | | (442 | ) | | | G | | | | 56,211 | |
Accrued pension liabilities | | | 2,151 | | | | — | | | | — | | | | | | | | 2,151 | |
Current maturities of long-term debt | | | — | | | | 5,058 | | | | (5,058 | ) | | | H | | | | — | |
Borrowings under revolving credit agreement | | | 28,000 | | | | — | | | | (28,000 | ) | | | I | | | | — | |
| | | | |
Total current liabilities | | | 160,476 | | | | 148,548 | | | | (33,500 | ) | | | | | | | 275,524 | |
Long-term debt, less current maturities | | | — | | | | 476,741 | | | | 798,259 | | | | J | | | | 1,275,000 | |
Deferred compensation | | | 3,856 | | | | — | | | | — | | | | | | | | 3,856 | |
Deferred income taxes | | | | | | | 115,048 | | | | 235,009 | | | | K | | | | 350,057 | |
Accrued pension liability | | | 89,295 | | | | — | | | | — | | | | | | | | 89,295 | |
Other liabilities | | | 10,083 | | | | 50,079 | | | | — | | | | | | | | 60,162 | |
| | | | |
Total liabilities | | | 263,710 | | | | 790,416 | | | | 999,768 | | | | | | | | 2,053,894 | |
Total stockholders’ equity | | | 628,611 | | | | 213,392 | | | | (246,500 | ) | | | L | | | | 595,503 | |
| | | | |
Total liabilities and stockholders’ equity | | $ | 892,321 | | | $ | 1,003,808 | | | $ | 753,268 | | | | | | | $ | 2,649,397 | |
| |
Wolverine World Wide, Inc.
Unaudited pro forma consolidated condensed statement of operations
52 week period ended June 16, 2012
| | | | | | | | | | | | | | | | | | | | |
| | As reported | | | Pro forma adjustments | | | Notes | | | Pro forma combined | |
| | Wolverine | | | PLG | | | | |
| |
(In thousands) | |
Total net revenue | | $ | 1,403,582 | | | $ | 1,061,988 | | | $ | — | | | | | | | $ | 2,465,570 | |
Cost of sales | | | 856,484 | | | | 758,411 | | | | — | | | | | | | | 1,614,895 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 547,098 | | | | 303,577 | | | | — | | | | | | | | 850,675 | |
Selling, general and administrative expenses | | | 399,905 | | | | 249,873 | | | | | | | | | | | | | |
Costs associated with PLG acquisition | | | | | | | — | | | | (4,919 | ) | | | M | | | | | |
New intangible amortization expense | | | | | | | — | | | | 18,599 | | | | N | | | | | |
Prior intangible amortization expense | | | | | | | — | | | | (7,885 | ) | | | O | | | | | |
Step-up depreciation expense | | | | | | | — | | | | 3,713 | | | | P | | | | 659,286 | |
| | | | | | | | | | | | | | | | | | | | |
Operating profit | | | 147,193 | | | | 53,704 | | | | (9,508 | ) | | | | | | | 191,389 | |
Interest expense | | | 1,747 | | | | 19,997 | | | | 39,198 | | | | Q | | | | 60,942 | |
Interest income | | | (328 | ) | | | (158 | ) | | | — | | | | | | | | (486 | ) |
Other expense (income) | | | 1,504 | | | | — | | | | — | | | | | | | | 1,504 | |
| | | | | | | | | | | | | | | | | | | | |
Earnings before income taxes | | | 144,270 | | | | 33,865 | | | | (48,706 | ) | | | | | | | 129,429 | |
Income taxes | | | 29,332 | | | | 366 | | | | (17,973 | ) | | | R | | | | 11,725 | |
| | | | | | | | | | | | | | | | | | | | |
Net earnings | | | 114,938 | | | | 33,499 | | | | (30,733 | ) | | | | | | | 117,704 | |
Net loss attributable to non-controlling interests | | | (184 | ) | | | — | | | | — | | | | | | | | (184 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net earnings attributable to Wolverine World Wide, Inc. | | $ | 115,122 | | | $ | 33,499 | | | $ | (30,733 | ) | | | | | | $ | 117,888 | |
| |
Wolverine World Wide, Inc.
Unaudited pro forma consolidated condensed statement of operations
24 week period ended June 16, 2012
| | | | | | | | | | | | | | | | | | | | |
| | As reported | | | Pro forma adjustments | | | Notes | | | Pro forma combined | |
| | Wolverine | | | PLG | | | | |
| |
(In thousands) | |
Total net revenue | | $ | 635,526 | | | $ | 586,569 | | | $ | — | | | | | | | $ | 1,222,095 | |
Cost of sales | | | 385,264 | | | | 410,209 | | | | — | | | | | | | | 795,473 | |
| | | | |
Gross profit | | | 250,262 | | | | 176,360 | | | | — | | | | | | | | 426,622 | |
Selling, general and administrative expenses | | | 190,451 | | | | 133,917 | | | | | | | | | | | | | |
Costs associated with PLG acquisition | | | | | | | | | | | (4,919 | ) | | | M | | | | | |
New intangible amortization expense | | | | | | | | | | | 9,299 | | | | N | | | | | |
Prior intangible amortization expense | | | | | | | | | | | (3,519 | ) | | | O | | | | | |
Step-up depreciation expense | | | | | | | | | | | 1,856 | | | | P | | | | 327,085 | |
| | | | |
Operating profit | | | 59,811 | | | | 42,443 | | | | (2,717 | ) | | | | | | | 99,537 | |
Interest expense | | | 814 | | | | 9,299 | | | | 19,712 | | | | Q | | | | 29,825 | |
Interest income | | | (66 | ) | | | (114 | ) | | | — | | | | | | | | (180 | ) |
Other expense (income) | | | 1,614 | | | | — | | | | — | | | | | | | | 1,614 | |
| | | | |
Earnings before income taxes | | | 57,449 | | | | 33,258 | | | | (22,429 | ) | | | | | | | 68,278 | |
Income taxes | | | 5,955 | | | | 2,908 | | | | (8,277 | ) | | | R | | | | 586 | |
| | | | |
Net earnings | | | 51,494 | | | | 30,350 | | | | (14,152 | ) | | | | | | | 67,692 | |
Net loss attributable to non-controlling interests | | | (184 | ) | | | — | | | | — | | | | | | | | (184 | ) |
| | | | |
Net earnings attributable to Wolverine World Wide, Inc. | | $ | 51,678 | | | $ | 30,350 | | | $ | (14,152 | ) | | | | | | $ | 67,876 | |
| |
Wolverine World Wide, Inc.
Unaudited pro forma consolidated condensed statement of operations
Fiscal year ended December 31, 2011
| | | | | | | | | | | | | | | | | | | | |
| | As reported | | | Pro forma adjustments | | | Notes | | | Pro forma combined | |
| | Wolverine | | | PLG | | | | |
| |
(In thousands) | |
Total net revenue | | $ | 1,409,068 | | | $ | 1,019,254 | | | $ | — | | | | | | | $ | 2,428,322 | |
Cost of sales | | | 852,316 | | | | 756,736 | | | | — | | | | | | | | 1,609,052 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 556,752 | | | | 262,518 | | | | — | | | | | | | | 819,270 | |
Selling, general and administrative expenses | | | 386,534 | | | | 239,397 | | | | | | | | | | | | | |
New intangible amortization expense | | | | | | | | | | | 23,959 | | | | N | | | | | |
Prior intangible amortization expense | | | | | | | | | | | (8,771 | ) | | | O | | | | | |
Step-up depreciation expense | | | | | | | | | | | 3,713 | | | | P | | | | 644,832 | |
| | | | | | | | | | | | | | | | | | | | |
Operating profit | | | 170,218 | | | | 23,121 | | | | (18,901 | ) | | | | | | | 174,438 | |
Interest expense | | | 1,395 | | | | 23,073 | | | | 37,345 | | | | Q | | | | 61,813 | |
Interest income | | | (370 | ) | | | (44 | ) | | | — | | | | | | | | (414 | ) |
Other expense (income) | | | 283 | | | | — | | | | — | | | | | | | | 283 | |
| | | | | | | | | | | | | | | | | | | | |
Earnings before income taxes | | | 168,910 | | | | 92 | | | | (56,246 | ) | | | | | | | 112,756 | |
Income taxes | | | 45,623 | | | | (7,403 | ) | | | (20,753 | ) | | | R | | | | 17,467 | |
| | | | | | | | | | | | | | | | | | | | |
Net earnings | | | 123,287 | | | | 7,495 | | | | (35,493 | ) | | | | | | | 95,289 | |
Net loss attributable to non-controlling interests | | | — | | | | — | | | | — | | | | | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net earnings attributable to Wolverine World Wide, Inc. | | $ | 123,287 | | | $ | 7,495 | | | $ | (35,493 | ) | | | | | | $ | 95,289 | |
| |
Wolverine World Wide, Inc.
Unaudited pro forma consolidated condensed statement of operations
24 week period ended June 18, 2011
| | | | | | | | | | | | | | | | | | | | |
| | As reported | | | Pro forma adjustments | | | Notes | | | Pro forma combined | |
| | Wolverine | | | PLG | | | | |
| |
(In thousands) | |
Total net revenue | | $ | 641,012 | | | $ | 543,836 | | | | — | | | | | | | $ | 1,184,848 | |
Cost of sales | | | 381,096 | | | | 408,535 | | | | — | | | | | | | | 789,631 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 259,916 | | | | 135,301 | | | | — | | | | | | | | 395,217 | |
Selling, general and administrative expenses | | | 177,080 | | | | 123,441 | | | | | | | | N | | | | | |
New intangible amortization expense | | | | | | | | | | | 14,659 | | | | | | | | | |
Prior intangible amortization expense | | | | | | | | | | | (4,405 | ) | | | O | | | | | |
Step-up depreciation expense | | | | | | | | | | | 1,856 | | | | P | | | | 312,631 | |
| | | | | | | | | | | | | | | | | | | | |
Operating profit | | | 82,836 | | | | 11,860 | | | | (12,110 | ) | | | | | | | 82,586 | |
Interest expense | | | 462 | | | | 12,375 | | | | 17,859 | | | | Q | | | | 30,696 | |
Interest income | | | (108 | ) | | | — | | | | — | | | | | | | | (108 | ) |
Other expense (income) | | | 393 | | | | — | | | | — | | | | | | | | 393 | |
| | | | | | | | | | | | | | | | | | | | |
Earnings before income taxes | | | 82,089 | | | | (515 | ) | | | (29,969 | ) | | | | | | | 51,605 | |
Income taxes | | | 22,246 | | | | (4,861 | ) | | | (11,057 | ) | | | R | | | | 6,328 | |
| | | | | | | | | | | | | | | | | | | | |
Net earnings | | | 59,843 | | | | 4,346 | | | | (18,912 | ) | | | | | | | 45,277 | |
Net loss attributable to non-controlling interests | | | — | | | | — | | | | — | | | | | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net earnings attributable to Wolverine World Wide, Inc. | | $ | 59,843 | | | $ | 4,346 | | | $ | (18,912 | ) | | | | | | $ | 45,277 | |
| |
Notes to the unaudited pro forma consolidated
condensed financial statements
1. Basis of presentation
The accompanying unaudited pro forma consolidated condensed financial statements are based on the historical financial information of Wolverine and PLG after giving effect to the Acquisition of PLG by Wolverine using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes.
Upon consummation of the Acquisition, Wolverine will review PLG’s accounting policies. As a result of that review, it may become necessary to harmonize the combined company’s financial statements to conform to those accounting policies that are determined to be more appropriate for the combined company. The unaudited pro forma consolidated condensed financial statements do not assume any differences in accounting policies.
The unaudited pro forma consolidated condensed balance sheet combines the historical results for Wolverine and PLG as of June 16, 2012 and includes pro forma adjustments as if the Acquisition closed on June 16, 2012. The unaudited pro forma consolidated condensed statements of operations combine the historical results for Wolverine and PLG for the 24 week period ended June 16, 2012 and for the 52 week period ended December 31, 2011 and include pro forma adjustments as if the Acquisition closed on January 2, 2011, which is the first day of Wolverine’s fiscal year ended December 31, 2011. The unaudited pro forma consolidated condensed statement of operations for the 52 week period ended June 16, 2012 has been derived by taking the unaudited pro forma consolidated condensed statement of operations for the 24 week period ended June 16, 2012, adding the unaudited pro forma consolidated condensed statement of operations for the 52 week period ended December 31, 2011 and subtracting the unaudited pro forma consolidated condensed statement of operations for the 24 week period ended June 18, 2011.See “The Transactions” for information about the terms of the Acquisition Agreement and related transactions. All amounts are approximate due to rounding and all amounts in tables are in millions.
2. Pro forma financial statement adjustments
Balance sheet adjustments
(A) | | To reflect the following adjustments to cash and cash equivalents: |
| | | | |
(In millions) | | | |
Cash consideration for the Acquisition | | $ | (903.4 | ) |
Repayment of PLG’s debt1 | | | (326.9 | ) |
Repayment of Wolverine’s revolver balance | | | (28.0 | ) |
Transaction and other costs2 | | | (32.2 | ) |
Estimated remaining Wolverine advisory and professional fees directly related to the Acquisition3 | | | (11.5 | ) |
Net cash received from the borrowings under the senior secured credit facilities and senior notes offered hereby, net of $39.0 of financing related fees4 | | | 1,236.0 | |
| | | | |
Total Pro Forma Adjustment | | $ | (66.0 | ) |
| |
1 | | The repayment of PLG’s debt as reflected in this schedule is based upon the terms of the Acquisition Agreement. The repayment of debt, as discussed in Notes H & J, represents the removal of debt allocated to PLG in the financial statements of PLG. |
2 | | There were no transaction costs incurred by PLG. Accordingly, these costs were not reflected as a pro forma adjustment. All transaction costs incurred by the seller were paid by CBI and allocated to buyers in accordance with the Acquisition Agreement. |
3 | | Reflects our estimate of remaining financing costs and advisory and professional service fees directly related to the Acquisition. |
4 | | Reflects our estimate of fees, expenses and discounts associated with the financing of the Acquisition, including fees paid in connection with our unused financing commitments. Included in the total estimated amount are $32.1 million of capitalized debt issuance costs recorded in other assets, net (see Note F below) and $6.8 million related to unused financing commitments that we will expense (see Note L below). |
(B) | | A step-up adjustment to inventory carrying value has not been made as we do not expect the amount to be material. |
(C) | | To reflect the adjustment of historical PLG property, plant and equipment to estimated fair value. |
(D) | | To reflect the following adjustments to goodwill: |
| | | | |
(In millions) | | | |
Excess of the purchase price over the fair value of net assets acquired from PLG | | $ | 385.2 | |
Elimination of PLG’s historical goodwill balance | | | (239.6 | ) |
| | | | |
Total Pro Forma Adjustment | | $ | 145.6 | |
| |
(E) | | To reflect the following adjustments to estimated fair value of intangible assets separately identifiable from goodwill as of the acquisition date. |
| | | | | | | | |
| | Estimated Fair Value of Intangible Assets | | | Estimated Useful Live (Years) | |
| |
(Dollars in millions) | | | | | | |
Other intangible assets acquired: | | | | | | | | |
Tradenames and trademarks | | $ | 750.4 | | | | Indefinite | |
Customer relationships | | | 107.2 | | | | 20 | |
Customer lists | | | 5.4 | | | | 5 | |
Customer backlog | | | 5.4 | | | | 0.5 | |
Technology | | | 26.8 | | | | 4 | |
License agreements | | | 26.8 | | | | 5 | |
Favorable leases | | | 0.5 | | | | 5 | |
| | | | | | | | |
Total other intangible assets acquired | | | 922.5 | | | | | |
Elimination of PLG’s historical intangible assets balance | | | (295.4 | ) | | | | |
| | | | | | | | |
Total Pro Forma Adjustment | | $ | 627.1 | | | | | |
| | | | | | | | |
(F) | | To reflect the following adjustments to other assets: |
| | | | |
(In millions) | | | |
Capitalized debt issuance costs related to the borrowings under the Term Loan Facilities and the issuance of the senior notes offered hereby | | $ | 32.1 | |
Elimination of PLG’s debt issuance costs | | | (2.4 | ) |
| | | | |
Total Pro Forma Adjustment | | $ | 29.7 | |
| |
(G) | | To reflect the elimination of accrued interest on PLG’s debt. |
(H) | | To reflect the repayment of PLG’s current portion of long-term debt. |
(I) | | To reflect the repayment of Wolverine’s revolving line of credit using the proceeds of the new credit facilities. |
(J) | | To reflect the following adjustments to long-term debt: |
| | | | |
(In millions) | | | |
Borrowings under the new financing: | | | | |
Term Loan Facilities: | | | | |
Term A Facility due 2017 | | $ | 550.0 | |
Term B Facility due 2019 | | | 350.0 | |
Senior notes offered hereby | | | 375.0 | |
Repayment of PLG’s long-term debt | | | (476.7 | ) |
| | | | |
Total Pro Forma Adjustment | | $ | 798.3 | |
| |
(K) | | To reflect the adjustment to deferred income taxes related to the step-up in fair value of acquired tangible and intangible assets using the prevailing incremental statutory income tax rates for Wolverine. |
(L) To reflect the following adjustments to stockholders’ equity:
| | | | |
(In millions) | | | |
Elimination of PLG’s historical stockholders’ equity | | $ | (213.4 | ) |
Estimated remaining Wolverine advisory and professional fees directly related to the Acquisition | | | (11.5 | ) |
Estimated transaction costs incurred by CBI to be reimbursed by Wolverine | | | (14.8 | ) |
Estimated fees related to unused financing commitments that will be expensed | | | (6.8 | ) |
| | | | |
Total Pro Forma Adjustment | | $ | (246.5 | ) |
| |
Statements of operations adjustments
The unaudited pro forma consolidated condensed statements of operations include preliminary adjustments that are expected to have a continuing impact on the combined company’s consolidated financial results and do not reflect any one-time charges that we may record on or following the closing of the acquisition.
(M) | | To reflect the elimination of $4.9 million of acquisition related expenses incurred by Wolverine in the second quarter of 2012. As mentioned above, there were no selling expenses incurred by PLG as these costs were paid by CBI. |
(N) | | To reflect amortization expense related to the estimated fair value of acquired identifiable intangible assets, which are being amortized over their estimated useful lives (see Note E). |
(O) | | To reflect elimination of historical intangible amortization expense. |
(P) | | To reflect the additional depreciation as a result of the adjustment of the historical cost of PLG’s property, plant and equipment to their estimated fair values. This adjustment will be depreciated over the corresponding assets’ remaining useful lives. |
(Q) | | To reflect the following adjustments to interest expense: |
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| | 52 Weeks Ended June 16, 2012 | | | 24 Weeks Ended June 16, 2012 | | | Year Ended December 31, 2011 | | | 24 Weeks Ended June 18, 2011 | |
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(In millions) | | | | | | | | | | | | |
Total interest expense on new financing1 | | $ | 55.4 | | | $ | 27.2 | | | $ | 56.5 | | | $ | 28.2 | |
Amortization of debt issuance costs on new financing | | | 5.4 | | | | 2.5 | | | | 5.4 | | | | 2.5 | |
Elimination of Wolverine’s interest expense related to revolver borrowings | | | (1.6 | ) | | | (0.7 | ) | | | (1.4 | ) | | | (0.5 | ) |
Elimination of interest expense on PLG debt repaid, including accrued interest and amortization of debt issuance costs | | | (20.0 | ) | | | (9.3 | ) | | | (23.1 | ) | | | (12.4 | ) |
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Total Pro Forma Adjustment | | $ | 39.2 | | | $ | 19.7 | | | $ | 37.3 | | | $ | 17.9 | |
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1 | | Reflects adjustments to interest expense related to borrowings under the New Credit Facility and the notes offered hereby. An upward or downward movement of 0.125% in the estimated interest rate on the notes offered hereby would have the effect of changing interest expense by $1.1 million, $0.6 million, $1.1 million and $0.6 million, respectively. |
(R) | | To reflect the cumulative tax impact of all the pro forma adjustments on the statements of operations using the prevailing statutory income tax rates for Wolverine and PLG. |