Note 3. Acquisitions Standard Diversified Inc. (SDI) Reorganization On July 16, 2020, the Company completed its merger with SDI, whereby SDI was merged into a wholly-owned subsidiary of the Company in a tax-free downstream merger. Under the terms of the agreement, the holders of SDIs Class A Common Stock and SDIs Class B Common Stock (collectively, SDI Common Stock) received in the aggregate, in return for their SDI Common Stock, TPB Voting Common Stock (TPB Common Stock) at a ratio of 0.52095 shares of TPB Common Stock for each share of SDI Common Stock at the time of the merger. SDI divested its assets, other than SDIs TPB Common Stock, prior to close such that the net liabilities at closing were minimal and the only assets that SDI retained were the remaining TPB Common Stock holdings. The transaction was accounted for as an asset purchase for $236.0 million in consideration, comprised of 7,934,704 shares of TPB Common Stock valued at $234.3 million plus transaction costs and assumed net liabilities. $236.0 million was assigned to the 8,178,918 shares of TPB Common Stock acquired. Shares of TPB Common Stock acquired in excess of the shares issued were retired. The Company no longer has a controlling shareholder and 244,214 shares of TPB Common Stock were retired resulting in a charge of $1.7 million recorded in Accumulated earnings (deficit). Durfort Holdings In June 2020, the Company purchased certain tobacco assets and distribution rights from Durfort Holdings S.R.L. (Durfort) and Blunt Wrap USA for $47.7 million in total consideration, comprised of $37.7 million in cash, including $1.7 million of capitalized transaction costs, and a $10.0 million unsecured subordinated promissory note (Promissory Note). With this transaction, the Company acquired co-ownership in the intellectual property rights of all of Durforts and Blunt Wrap USAs Homogenized Tobacco Leaf (HTL) cigar wraps and cones. The Company also entered into an exclusive Master Distribution Agreement to market and sell the original Blunt Wrap  cigar wraps within the USA which was effective October 9, 2020. Durfort is an industry leader in alternative cigar and cigar wrap manufacturing and distribution. Blunt Wrap USA has been an innovator of new products in the smoking alternative market since 1997 and has secured patents in the USA and internationally for novel smoking wrappers and cones. The transaction was accounted for as an asset purchase with $42.2 million assigned to intellectual property, which has an indefinite life, and $5.5 million assigned to the Master Distribution Agreement, which has a 15 year life. Both assets are currently deductible for tax purposes. Solace Technologies In July 2019, the Company purchased the assets of E-Vape 12, Inc. and Solace Technologies LLC (Solace) for $9.4 million in total consideration, comprised of $7.7 million in cash, $1.1 million earn-out fair value, and $0.5 million holdback for 18 months, which was adjusted by $0.2 million for a working capital deficiency. The earn-out consists of 44,295 shares of TPB Common Stock to be issued to the former owners upon the achievement of certain annual milestones. Immediately following the acquisition, 88,582 performance based restricted stock units (PRSUs) with a fair value of $4.62 million were issued to former owners who became employees. See Note 15, Share Incentive Plans, for further details. Solace is an innovative product development company that has grown from the creator of one of the leading vape juice brands in the industry into a leader of alternative ingredients product development. The Company intends to incorporate Solaces innovative products as well as the legacy vapor products into our Nu-X development engine. The Company completed the accounting for the acquisition during the third quarter 2020. The following purchase price and goodwill are based on the excess of the acquisition price over the estimated fair value of the tangible and intangible assets acquired: Total consideration transferred $ 9,405 Adjustments to consideration transferred: Cash acquired (45 ) Working capital (235 ) Adjusted consideration transferred 9,125 Assets acquired: Working capital (primarily AR and inventory) 1,132 Fixed assets and Other long term assets 414 Intangible assets 1,352 Other liabilities (209 ) Net assets acquired $ 2,689 Goodwill $ 6,436 The goodwill of $6.4 million consists of the synergies and scale expected from combining the operations and is currently deductible for tax purposes.