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ACQUISITIONS
3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS
(3) ACQUISITIONS
PurgeRite
On October 31, 2025, the Company entered into a membership interest purchase agreement ("Acquisition Agreement") to acquire Purge Rite Intermediate, LLC ("PurgeRite"). The transaction ("Acquisition") closed on December 4, 2025. Under the terms of the Acquisition Agreement, total consideration transferred was $1,138.3, net of cash acquired of $14.4. The gross consideration was $1,152.7, consisting of $1,003.5 in cash, $139.2 of contingent consideration and $10.0 other. The Company is required to pay up to $250.0 of additional cash consideration if PurgeRite achieves certain post-closing performance metrics, pursuant to the terms and conditions of the Acquisition Agreement.
As of March 31, 2026 in conjunction with the PurgeRite Acquisition, there is $177.3 of contingent earnout related to their projected future results recorded in "Accrued expenses and other liabilities" in the Unaudited Condensed Consolidated Balance Sheets. For the three months ended March 31, 2026, the Company recognized a loss of $33.2 within "Other operating expense (income)" of the Unaudited Consolidated Statement of Earnings (Loss).
The Company accounted for the acquisition of PurgeRite using the acquisition method of accounting. Assets acquired and liabilities assumed have been recorded based on their preliminary fair values, and as a result, the estimates and assumptions are subject to change. The Company is still in the process of finalizing the valuation estimates to determine the final purchase price allocation including the final working capital adjustments and amounts allocated to intangible assets. The Company expects to complete this process no later than twelve months after the closing of the Acquisition.
During the three months ended March 31, 2026 there was one change to the purchase price allocation related to a working capital adjustment to the purchase price. The measurement period adjustment did not have a material impact on the Unaudited Condensed Consolidated Statements of Earnings (loss). The following is the preliminary purchase price allocation of assets acquired and liabilities assumed as of the Acquisition date and related adjustments thereafter:
Preliminary AllocationAdjustmentsAdjusted Preliminary Allocation
Accounts receivable$69.5 $— $69.5 
Other current assets7.2 — 7.2 
Property, plant and equipment150.0 — 150.0 
Goodwill588.4 0.9 589.3 
Other intangible assets445.2 — 445.2 
Right-of-use assets, net3.5 — 3.5 
Accounts payable11.3 — 11.3 
Deferred revenue12.0 — 12.0 
Accrued expenses and other liabilities4.7 — 4.7 
Deferred income taxes95.0 — 95.0 
Other long-term liabilities2.5 — 2.5 
Net assets acquired and liabilities assumed$1,138.3 $0.9 $1,139.2 
The following table represents the definite lived intangible assets acquired, the preliminary fair values and respective useful lives:
Useful LifePreliminary Fair Value
Customer relationships9.5$372.6 
Trademarks8.039.8 
Other0.532.3 
Capitalized software5.00.5 
Total intangible assets$445.2 
The Company used the multi-period excess earnings method to value the customer relationship intangible assets and the relief from royalty method to value the trademark intangible assets. The significant assumptions used to estimate the fair value of customer relationships included forecasted earnings before interest, taxes, depreciation, and amortization, customer attrition rates and a discount rate. The significant assumptions used to estimate the fair value of trademark included the forecasted revenues, royalty rates and a discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The estimated weighted-average useful lives were 8.71 years for finite lived intangible assets.
Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets recognized by PurgeRite, and represents the future economic benefits, including synergies, and assembled workforce, that are expected to be achieved as a result of the consummation of the Acquisition. The goodwill arising from the Acquisition is not expected to be deductible for tax purposes. All of the goodwill has been allocated to the Americas segment.
Great Lakes
On July 17, 2025, the Company entered into a purchase agreement to acquire Great Lakes Data Racks & Cabinets family of companies ("Great Lakes"). The transaction closed on August 20, 2025. Total consideration transferred was $203.5. The preliminary valuation of the net assets acquired include $107.6 of finite-lived identifiable intangible assets, $30.7 of all other net assets acquired, consisting primarily of accounts receivable and inventory, and $65.2 of tax-deductible goodwill. In the fourth quarter of 2025, the Company adjusted the preliminary valuation of all other net assets by $(1.1) and goodwill by $1.1. In the first quarter of 2026, the Company adjusted the preliminary valuation of the goodwill by $0.5.
Goodwill was allocated to the America's segment. Identifiable intangible assets have initial useful lives of 5 to 10 years and include customer relationships, developed technology, and trademarks. The estimated weighted-average useful lives was 9.82 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that the asset will generate over the remaining useful life, discounted to present value using an appropriate discount rate. The Company is still in the process of finalizing the valuation estimates to determine the final purchase price allocation, including the final working capital adjustments and amounts allocated to intangible assets. The Company expects to complete this process no later than twelve months after the closing of this acquisition.