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Acquisition (Tables)
3 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]  
Schedule of Preliminary Purchase Price Allocation The preliminary purchase price allocation below includes such adjustments.

Preliminary purchase price allocation:

 

At Acquisition Date

 

 

Measurement Period Adjustments

 

 

At Acquisition Date (As Adjusted)

 

Consideration transferred:

 

 

 

 

 

 

 

 

 

 

 

 

Total cash consideration

 

$

1,003.4

 

 

$

 

 

$

1,003.4

 

Total equity consideration

 

 

1,458.7

 

 

 

 

 

 

1,458.7

 

A&S acquisition purchase price adjustment

 

 

 

 

 

13.5

 

 

 

13.5

 

Fair value of consideration transferred

 

$

2,462.1

 

 

$

13.5

 

 

$

2,475.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recognized identifiable assets acquired and liabilities assumed:

 

 

 

 

 

 

 

 

 

 

 

 

Less: cash on A&S balance sheet at 10/1/2018

 

 

54.1

 

 

 

(0.5

)

 

 

53.6

 

Receivables

 

 

129.7

 

 

 

(0.8

)

 

 

128.9

 

Inventory

 

 

89.1

 

 

 

(2.3

)

 

 

86.8

 

Prepaids and other current assets

 

 

6.9

 

 

 

(0.2

)

 

 

6.7

 

Property, plant and equipment

 

 

178.3

 

 

 

(1.0

)

 

 

177.3

 

Intangibles

 

 

1,454.0

 

 

 

 

 

 

1,454.0

 

Other non-current assets

 

 

7.9

 

 

 

(0.4

)

 

 

7.5

 

Accounts payable

 

 

(98.9

)

 

 

0.8

 

 

 

(98.1

)

Accrued payroll

 

 

(15.2

)

 

 

0.5

 

 

 

(14.7

)

Accrued expenses and other current liabilities

 

 

(33.7

)

 

 

 

 

 

(33.7

)

Pension liability and other post employment benefits

 

 

(12.0

)

 

 

 

 

 

(12.0

)

Deferred tax liability

 

 

(355.7

)

 

 

(8.5

)

 

 

(364.2

)

Other long term liability

 

 

(2.6

)

 

 

(0.3

)

 

 

(2.9

)

Senior unsecured notes assumed

 

 

(400.0

)

 

 

 

 

 

(400.0

)

Total identifiable net assets assumed

 

 

1,001.9

 

 

 

(12.7

)

 

 

989.2

 

Goodwill

 

$

1,460.2

 

 

$

26.2

 

 

$

1,486.4

 

 

Schedule of Intangible Assets Acquired

The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The goodwill in this acquisition is attributable to the Company’s expectation to achieve synergies, such as facility consolidations, global procurement efficiencies, the ability to cross-sell product, and the ability to penetrate certain geographic areas.

 

 

Intangible assets acquired consist of:

 

 

 

 

Customer relationships

 

$

1,025.0

 

Trade names and trademarks

 

 

209.0

 

Technology

 

 

204.0

 

In-process research and development ("IPR&D")

 

 

16.0

 

Total intangible assets

 

$

1,454.0

 

Schedule of Unaudited Pro Forma Results of Operation

The following table sets forth the unaudited pro forma results of operations of the Company for the quarter ended March 31, 2018, as if the Company had acquired the A&S Business on January 1, 2018. The pro forma information contains the actual operating results of the Company and the A&S Business, adjusted to include the pro forma impact of (i) additional depreciation expense as a result of estimated depreciation based on the fair value of fixed assets; (ii) additional expense as a result of the estimated amortization of identifiable intangible assets and (iii) additional interest expense for borrowings associated with the A&S Acquisition. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred at the beginning of the period or that may be obtained in the future.

 

 

 

Pro forma (unaudited)

 

 

 

Quarter Ended March 31,

 

 

 

2018

 

Total revenues

 

$

491.0

 

Net income

 

 

26.2

 

Basic earnings per share

 

 

0.41

 

Diluted earnings per share

 

 

0.41