Mergers and Acquisitions

Acquisition of OnX Holdings LLC

On October 2, 2017, the Company acquired 100% of OnX Holdings LLC ("OnX"), a privately held company that provides technology services and solutions to enterprise customers in the U.S., Canada and the U.K. The acquisition extends the IT Services and Hardware segment's geographic footprint and accelerates its initiatives in IT cloud migration.

The purchase price for OnX consisted of the following:



(dollars in millions)
Cash consideration	$	241.2
Debt repayment	(77.6		)
Estimated working capital adjustment	2.6
Total estimated purchase price	$	166.2

The cash consideration for the acquisition as of December 31, 2017 was $241.2 million and was funded through borrowings under the Credit Agreement (see Note 7). The cash consideration includes $77.6 million related to existing debt that was repaid in conjunction with the close of the acquisition. In addition, an estimated working capital adjustment of $2.6 million was recorded in "Accounts payable" in the Consolidated Balance Sheets. The Company spent $8.1 million in transaction costs related to the OnX acquisition, which were recorded in "Transaction and integration costs" in the Consolidated Statements of Operations.

Purchase Price Allocation and Other Items

The determination of the final purchase price allocation to specific assets acquired and liabilities assumed is incomplete for OnX. The purchase price allocations may change in future periods as customary post-closing reviews are concluded during the measurement period, and the fair value estimates of assets and liabilities and certain tax aspects of the transaction are finalized.

Based on fair value estimates, the purchase price for OnX has been allocated to individual assets acquired and liabilities assumed as follows:



(dollars in millions)
Assets acquired
Cash	$	6.5
Receivables	69.9
Prepaid expenses and other current assets	11.8
Property, plant and equipment	11.6
Goodwill	132.4
Intangible assets	134.0
Other noncurrent assets	3.2
Total assets acquired	369.4
Liabilities assumed
Accounts payable	63.6
Current portion of long-term debt	1.3
Accrued expenses and other current liabilities	18.3
Deferred income tax liabilities	42.2
Long-term debt, less current portion	76.7
Other noncurrent liabilities	1.1
Total liabilities assumed	203.2
Net assets acquired	$	166.2

The estimated fair value of identifiable intangible assets and their estimated useful lives are as follows:



(dollars in millions)	Fair Value		Useful Lives
Customer relationships	$	108.0	15 years
Trade name	16.0		10 years
Technology	10.0		10 years
Total identifiable intangible assets	$	134.0

Identifiable intangible assets are amortized over their useful lives based on a number of assumptions including the estimated period of economic benefit and utilization. The weighted-average amortization period for identifiable intangible assets acquired in the OnX acquisition is 14 years.

The goodwill for OnX is attributable to increased access to a diversified customer base and acquired workforce in the U.S., Canada and the U.K. The amount of goodwill related to OnX that is expected to be deductible for income tax purposes is $2.3 million.

The revenues and net income of OnX included in the consolidated statement of income from the acquisition date through December 31, 2017 was $150.0 million and $11.5 million, respectively.

Pro Forma Information (Unaudited)

The following table provides the unaudited pro forma results of operations for the years ended December 31, 2017 and 2016 as if OnX had been acquired as of the beginning of fiscal year 2016. These results include adjustments related to the financing of the acquisition, to increase depreciation and amortization associated with the higher values of property, plant and equipment and intangible assets, to increase interest expense for the additional debt incurred to complete the acquisition, and to reflect the related income tax effect and change in tax status. The pro forma information does not necessarily reflect the actual results of operations had the acquisition been consummated at the beginning of the annual reporting period indicated nor is it necessarily indicative of future operating results. The pro forma information does not include any (i) potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition or (ii) transaction or integration costs relating to the acquisition.



	Year Ended December 31,
(dollars in millions, except per share amounts)	2017		2016
Revenue	$	1,718.6	$	1,767.5
Net income applicable to common shareholders	23.6		91.7
Earnings per share:
Basic earnings per common share	0.56		2.18
Diluted earnings per common share	0.56		2.18

Other Acquisition Activity

On February 28, 2017, the Company acquired 100% of SunTel, a private company that provides network security, data connectivity, and unified communications solutions to commercial and enterprise customers across multiple sectors throughout Michigan for cash consideration of $10.0 million. Based on final fair value assessment and the finalization of the working capital adjustment, the acquired assets and liabilities assumed consisted primarily of property, plant and equipment of $0.4 million, customer relationship intangible assets of $1.2 million, working capital of $4.1 million and goodwill of $4.6 million. These assets and liabilities are included in the IT Services and Hardware segment.